~~Table~~

On March 18, 2022, a putative class action complaint, Malork v. Anderson et al. (C.A. No. 2022-0260- KSJM), was filed in the Delaware Court of ~~Contents~~Chancery against certain officers and directors of DCRB, DCRB’s sponsor, and certain investors in DCRB’s sponsor, alleging that the director defendants and controlling stockholders of DCRB’s sponsor breached their fiduciary duties in connection with the merger between DCRB and Legacy Hyzon. The complaint seeks equitable relief and monetary damages. On May 26, 2022, the defendants in this case moved to dismiss the complaint. On August 2, 2022, the plaintiff filed an amended complaint. Defendants filed a motion to dismiss the amended complaint on August 15, 2022. Briefing on the motion to dismiss is now complete, and oral argument occurred on April 21, 2023.

Between January 26, 2022 and August 22, 2022, Hyzon received demands for books and records pursuant to Section 220 of the Delaware General Corporation Law from four stockholders who state they are investigating whether to file similar derivative or stockholder lawsuits, among other purposes. On May 31, 2022, one of these four stockholders represented that he had concluded his investigation and did not intend to file a complaint. On November 18, 2022, a second of the four stockholders filed a lawsuit in the Delaware Court of Chancery (Abu Ghazaleh v. Decarbonization Plus Acquisition Sponsor, LLC et al. (C.A. No. 2022-1050)), which was voluntarily dismissed shortly thereafter on December 1, 2022. On February 13, 2023, a third of these four stockholders filed a derivative lawsuit in the Delaware Court of Chancery (Kelley v. Knight et al. (C.A. No. 2023-0173)). The complaint asserts claims for breach of fiduciary duty and generally alleges that the individual defendants breached their fiduciary duties by making or failing to prevent misrepresentations including those alleged in the consolidated securities class action and the report released by Blue Orca Capital. As with the previously filed stockholders derivative lawsuits, the complaint seeks equitable relief and monetary damages. On April 17, 2023, the Court entered an order staying this action pending a decision on the anticipated motion to dismiss in the consolidated securities class action.

On April 18, 2023, the Company received a demand for books and records pursuant to Section 220 of the Delaware General Corporation Law from a stockholder seeking to investigate possible breaches of fiduciary duty or other misconduct or wrongdoing by the Company's controlling stockholder, Hymas Pte. Ltd. ("Hymas"), Hyzon's Board of Directors (the "Board") and/or certain members of Hyzon's senior management team in connection with the Company's entrance into (i) an equity transfer agreement (the "Equity Transfer") with certain entities affiliated with the Company, and (ii) the share buyback agreement with the Hymas (the "Share Buyback" and, together with the Equity Transfer, the "Transactions") as reported by the Company in its Form 8-K filed on December 28, 2022.

The above proceedings are subject to uncertainties inherent in the litigation process. The Company cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any at this time.

Government Investigations

On January 12, 2022, the Company announced it received a subpoena from the SEC for production of documents and information, including documents and information related to the allegations made in the September 28, 2021 report issued by Blue Orca Capital. The Company received two additional subpoenas in connection with the SEC’s investigation on August 5, 2022 and August 10, 2022. On October 31, 2022, the U.S. Attorney’s Office for the Southern District of New York (“SDNY”) notified the Company that it is also investigating these matters. The Company is cooperating and will continue to cooperate with these and any other regulatory or governmental investigations or inquiries, and has commenced preliminary discussions with the SEC related to a potential resolution of their investigation. The Company cannot predict the ultimate outcome or timing of the SEC and the SDNY investigations or inquiries, what if any actions may be taken by the SEC or the SDNY, or the effect that such actions may have on the business, prospects, operating results and financial condition. As of the date of filing this Quarterly Report on Form 10-Q, management believes that the ultimate outcome and timing of the SEC investigation, including any potential monetary payment as part of a consensual resolution, if one is reached, remains uncertain and is not estimable given the broad range of potential outcomes. The resolution of the SEC investigation or other regulatory proceedings could have a material impact on the Company’s liquidity and the Company’s ability to continue as a going concern if a significant monetary payment is agreed and paid.

Delaware Court of Chancery Section 205

On February 13, 2023, the Company filed a petition under the caption In re Hyzon Motors Inc., C.A. No. 2023-0177-LWW (Del. Ch) in the Delaware Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law (“DGCL”), which permits the Court of Chancery, in its discretion, to validate potentially defective corporate acts due to developments regarding potential interpretations of the DGCL stemming from the Court’s recent decision in Garfield v. Boxed, Inc., 2022 WL 17959766 (Del. Ch. Dec. 27, 2022). On March 6, 2023, the Court of Chancery granted our petition, holding that any defects that may have existed with respect to the conduct of the Special Meeting of Shareholders held on July 15, 2021, to approve the increase in the Company’s authorized share capital were ratified as of the meeting.

The Company continues to believe that, notwithstanding the relief the Delaware Court of Chancery granted to the Company under Section 205, at the time of DCRB Shareholder Meeting on July 16, 2021, the increase in the Company’s authorized share capital was validly approved by DCRB’s shareholders under Delaware law.

Customer and Supplier Disputes

From time to time, the Company is subject to various commercial disputes or claims with its customers or suppliers. In January 2023, Duurzaam Transport B.V. and H2 Transport B.V., both private limited companies in the Netherlands and customers of the Company’s European subsidiary, Hyzon Motors Europe B.V. (“Hyzon Europe”), filed an attachment with the local Dutch court. The initial attachment claimed that Hyzon Europe was liable for liquidated and consequential damages stemming from Hyzon Europe allegedly not delivering trucks as contracted. The initial attachment placed a lien on the assets of Hyzon Europe. Following the attachments, Duurzaam Transport B.V. and H2 Transport B.V. initiated proceedings on the merits in February 2023. Eventually, the dispute was settled without any party admitting liability, and the Company made a payment of €2.1 million (approximately $2.3 million in USD) in April 2023, which was recorded in Accrued liabilities in the Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022.

Regardless of outcome, such proceedings or claims can have an adverse impact on the Company because of legal defense and settlement costs, the Company’s obligations to indemnify third parties, diversion of resources, and other factors, and there can be no assurances that favorable outcomes will be obtained. Based on the early-stage nature of these cases, the Company cannot predict the outcome of these currently outstanding customer and supplier dispute matters or estimate the possible loss or range of possible loss, if any.

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Note 13. Stock-based Compensation Plans

~~2020~~The following table summarizes the Company’s stock option and Restricted Stock ~~Incentive Plan~~Unit (“RSU”) activity:

In January 2020, Legacy Hyzon adopted the 2020 Stock Incentive Plan (the “2020 Plan”) under which employees, directors, and consultants may be granted various forms of equity incentive compensation including incentive and non-qualified options.


	Stock Options					RSUs
	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual (Years)	Aggregate Intrinsic Value (in 000s)	Number of RSUs	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022	19,536,904	$	1.51	12.00	5,972	6,268,193	$	2.81
Granted	—	$	—	—	—	140,500	$	1.47
Exercised or released	—	$	—	—	—	(83,932)	$	3.70
Forfeited/Cancelled	(360,110)	$	1.65	—	—	(666,740)	$	3.18
Outstanding at March 31, 2023	19,176,794	$	1.67	11.92	—	5,658,021	$	2.72
Vested and expected to vest, March 31, 2023	13,639,295	$	1.20	11.58	—	5,658,021	$	2.72
Exercisable and vested at March 31, 2023	12,270,770	$	1.13	12.15	—	—

~~A total number~~As of ~~16,250,000 shares~~March 31, 2023, there was $1.7 million of ~~common~~unrecognized stock-based compensation expense related to unvested stock ~~were reserved for awards~~options, which is expected to be recognized over a weighted-average period of 3.47 years.

RSUs granted under the ~~2020 Plan. Shares of common stock issued under the Plan may be either authorized but unissued shares~~Company’s equity incentive plans typically vest over a two or ~~reacquired common stock of Legacy Hyzon. Under the 2020 Plan, the exercise~~four-year period ~~of options is determined when granted, and options expire no later than fifteen years from~~beginning on the date of ~~grant, subject to terms and limitations relative to termination~~grant. RSUs will be settled through the issuance of ~~service and ownership percentages of the voting power of all classes of Legacy Hyzon’s stock.~~

The 2020 Plan was terminated in connection with the Business Combination in July 2021, and Legacy Hyzon will not grant any additional awards under the 2020 Plan. Any ungranted shares under the 2020 plan expired. However, the 2020 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under it. At the closing of the Business Combination, the outstanding awards under the 2020 Plan were converted at an ~~Exchange Ratio of 1.772. Share and per share information below have been converted from historical disclosure based on the Exchange Ratio.~~

~~2021 Equity Incentive Plan~~

The 2021 Equity Incentive Plan (the “2021 Plan”) was approved by the Board of Directors on June 24, 2021, and subsequently approved by the stockholders on July 15, 2021. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSU and performance awards to the Company’s employees, directors, and consultants. Theequivalent number of shares of the Company’s common stock ~~reserved~~and are equity classified. The fair value of restricted shares is determined based upon the stock price on the date of grant. As of March 31, 2023, unrecognized compensation costs related to unvested RSUs of $12.4 million is expected to be recognized over a remaining weighted average period of 2.26 years.

Earnout to Other Equity Holders

Certain earnout awards to other equity holders accounted for ~~issuance~~ under ASC 718, Compensation - Stock Compensation were vested at the ~~2021 Plan~~time of grant, and therefore recognized immediately as compensation expense, and certain earnout awards vest over future periods. Total compensation expense related to these awards was negligible and $1.0 million for the three months ended March 31, 2023 and March 31, 2022, respectively. Certain earnout awards to other equity holders contained performance and market-based vesting conditions, and as the performance conditions are not deemed probable at March 31, 2023, no compensation expense has been recorded related to these awards.

Note 14. Stockholders' Equity

Common Stock

The Company is ~~23,226,543 shares. In connection~~authorized to issue 400,000,000 shares of common stock with ~~the Business Combination, 21,339,493~~a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 244,561,071 and 244,509,208 shares of Class A common stock ~~subject to~~issued and outstanding, equity awards granted under the 2020 Plan are converted into equity awards under the 2021 Plan. The number of shares of common stock available for issuance under the 2021 Plan will also include an annual increase on the first day of each year beginning in 2022 and ending in 2031, equal to the lesser of (A) two and one-half percent of the shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board of Directors.

~~Former CTO Retirement Agreement~~respectively.

In September 2021, the Company and former Chief Technology Officer (“former CTO”) entered into a Letter Agreement (the “Agreement”) concerning the former CTO’s retirement and separation from Hyzon. Pursuant to the Agreement, for a period of 24 months commencing on September 18, 2021 (the “Initial Consulting Period”), he will serve as a consultant to Hyzon. In exchange for services provided during the Initial Consulting Period, he will receive $20,000 per month. Subject to conditions of the Letter Agreement, the 1,772,000 stock options previously granted pursuant to his employment agreement with the Company will continue to vest annually in equal installments from April 1, 2022 through April 1, 2025. He also will be entitled to receive 250,000 RSUs of Hyzon, half of which vested after his retirement date and half of which will vest on or after the one-year anniversary of his retirement date. The service condition in the Agreement related to the vesting of these awards was determined to be non-substantive, and therefore, the Company recognized stock-based compensation expense of $13.4 million immediately in September 2021. In addition, the Company recognized salary expense of $0.5 million related to his monthly consulting payments.Warrants

~~Stock-based Compensation Activities~~At March 31, 2023 and December 31, 2022, there were 11,013,665 Public Warrants and 8,014,500 Private Placement Warrants, for a total of 19,028,165 warrants outstanding. At March 31, 2023 and December 31, 2022, there were 170,048 Ardour Warrants outstanding.

During the three months ended September 30, 2021, the Company did not grant any stock options. During the nine months ended September 30, 2021, the Company granted 134,672 stock options with a weighted average grant date fair value of $1.68 per share that vest over five years. During the three months ended September 30, 2021, 221,500 options were exercised resulting in proceeds of $0.3 million, and 107,206 options were forfeited or replaced. During the nine months ended September 30, 2021, 354,409 options were exercised resulting in proceeds of $0.4 million, and 174,542 options were

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~~forfeited or replaced. There was no option activity in the three months ended September 30, 2020, or the period from inception (January 21, 2020) to September 30, 2020.~~

During the three months ended September 30, 2021, the Company granted 864,765 RSUs with a weighted average grant date fair value of $8.04 per share. During the three months ended September 30, 2021, 450,643 RSUs were forfeited. During the nine months ended September 30, 2021, the Company granted 2,622,589 RSUs with a weighted average grant date fair value of $4.44 per share. The RSUs granted during the three months and nine months ended September 30, 2021, vest over periods ranging from ~~four~~ ~~to five years. The Company did not grant RSUs in the three months ended September 30, 2020, or the period from inception (January 21, 2020) to September 30, 2020.~~

As of September 30, 2021, there were 19,757,800 options with a weighted average exercise price of $1.13, and 2,171,946 RSUs outstanding. There were no stock options or RSUs outstanding as of September 30, 2020.

The Company recognized stock-based compensation expense, inclusive of all employees, former CTO’s awards, and earnout shares to other equity holders, of $28.1 million and $29.0 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, the total remaining unrecognized compensation expense related to nonvested stock-based compensation awards was $12.6 million, which is expected to be recognized over the remaining vesting period of the respective grants, through the third quarter of 2026.

~~Note 14. Warrants~~

As of September 30, 2021, there were 19,300,742 warrants outstanding, of which 11,286,242 are public warrants (the “Public Warrants”) and 8,014,500 were Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below. Only whole warrants are exercisable. The warrants will expire on the earlier to occur of: (i) the fifth anniversary of the completion of the Company’s Business Combination, (ii) their redemption or (iii) the liquidation of the Company.

~~Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:~~

•~~in whole and not in part;~~

•~~at a price of $0.01 per warrant;~~

•~~upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and~~

•if, and only if, the last reported sale price of the Company’s common stock has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the notice of redemption is given.

~~Once the warrants become exercisable, the Company may redeem the outstanding warrants for common stock:~~

•~~in whole and not in part;~~

•~~at a price of $0.10 per warrant;~~

•~~upon a minimum of 30 days’ prior written notice of redemption;~~

•if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which the notice of redemption is given; and

•if the last sale price of the Company’s common stock on the trading day prior to the date on which the notice of redemption is given is less than $18.00 per share (as adjusted for stock splits, stock dividends,

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~~reorganizations, recapitalizations, and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.~~

The terms of the Private Placement Warrants are identical to the Public Warrants as described above, except that the Private Placement Warrants are not redeemable (except as described above) so long as they are held by the sponsor or its permitted transferees.

The Public Warrants are classified as equity and subsequent remeasurement is not required. The Private Placement Warrants are classified as liabilities and are initially recorded at their fair value, within warrant liability on the Condensed Consolidated Balance Sheets, and remeasured at each subsequent reporting date. Changes in the fair value of these instruments are recognized within Change in fair value of warrant liabilities in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The fair value of the Private Placement Warrants on July 16, 2021, in the amount of $19.4 million was recorded as a Private placement warrant liability and a reduction to Additional paid-in capital on the Condensed Consolidated Balance Sheets. The change in fair value for the three and nine months ended September 30, 2021, in the amount of $7.6 million was recorded as a reduction in Private placement warrant liability on the Condensed Consolidated Balance Sheets and a gain from change in fair value of private placement warrant liability on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Note 15. Related Party Transactions

Horizon IP Agreement

In January 2021, the Company entered into an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JS Horizon”) both of which are ~~affiliates~~subsidiaries of the Company’s ultimate parent, Horizon. Under the Horizon IP Agreement, JS Horizon assigned to the Company a joint ownership interest in certain intellectual property rights previously developed by JS Horizon (“Background IP”), and each of Hyzon and JS Horizon granted to the other, within such other party’s field of use, exclusive licenses under their respective joint ownership rights in the Background IP, as well as their rights in improvements made in the future with respect to such Background IP. Under that agreement, the Company also grants JS Horizon a perpetual non-exclusive license under certain provisional patent applications (and any patents issuing therefrom), as well as improvements thereto. OnIn September ~~27,~~ 2021, ~~the Horizon IP Agreement was amended to add~~ Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) ~~as a party.~~

~~The Horizon IP Agreement revised and clarified~~was an added party to the agreement. Pursuant to the agreement the parties convey to each other certain rights in intellectual property ~~arrangements existing as of the Company’s inception, as set forth~~relating to Hyzon’s core fuel cell and mobility product technologies, under two previous agreements. Under a license agreement made effective at the time of the Company’s inception (the “License Agreement”), the Company received an exclusive license under certain of the Background IP. That agreementwhich Hyzon was later terminated and replaced with a Partial Assignment Agreement of Fuel Cell Technology, dated November 19, 2020 (the “Partial Assignment Agreement”), which contemplated a joint ownership structure with respect to certain of the Background IP similar to the structure set forth under the now existing Horizon IP Agreement. Both the original License Agreement and Partial Assignment Agreement have been superseded by the Horizon IP Agreement.

~~Under the terms of the Horizon IP Agreement, the Company will~~ pay JS Horizon and JS Powertrain ~~$10~~a total fixed payment of $10.0 million. The full $10.0 million ~~as consideration for the rights it receives under the Background IP and improvements thereto. Subsequent to September 30, 2021,~~has been paid, $6.9 million was paid in 2021 and the ~~remainder is expected to be~~remaining $3.1 million was paid in ~~December 2021.~~

Because the Company is under common control with Horizon and JS Horizon, the cost of the intellectual property transferred should equal the historical cost of the Company’s ultimate parent, Horizon. Due to the creation of the Background IP through research and development over a long period of time, the historical cost of the intellectual property acquired is zero. As such, no asset was recorded for the Background IP on the Company’s balance sheet. The difference between the fixed amounts payable to JS Horizon and JS Powertrain and the historical cost is treated as a deemed distribution to Horizon, given the common control.

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February 2022.

Related Party Payables and Receivables

Horizon Fuel Cell Technologies and Related Subsidiaries

~~Hyzon utilizes Horizon to supply certain fuel cell components. In March 2021, the~~The Company made a deposit ~~payment~~payments to Horizon ~~in the amount of $5.0 million~~and its subsidiaries to secure fuel cell components. ~~This payment is~~As of March 31, 2023, the remaining deposit balance was $5.6 million and included within Prepaid expenses and other current assets in ~~prepaid expenses as none of~~ the ~~components have yet been received.~~unaudited interim Consolidated Balance Sheets.

Certain employees of Horizon and its ~~affiliates~~subsidiaries provide research and development, staff training, and administrative services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of approximately ~~$1.2~~ $0.3 million ~~and $0.1 million was recorded~~ in the Company’s ~~Condensed~~unaudited interim Consolidated Statements of Operations and Comprehensive ~~Income (Loss)~~Loss related to such services for the three months ended ~~September 30, 2021,~~March 31, 2022. There were no such activities for the three months ended March 31, 2023.

The related party receivable, net from Horizon and ~~September 30, 2020, respectively. An allocation of approximately $1.8~~its subsidiaries is $6.2 million and ~~$0.4~~$6.1 million ~~was recorded in the Company’s Condensed Consolidated Statements~~as of ~~Operations~~March 31, 2023 and ~~Comprehensive Income (Loss) related to such services for the nine months ended September 30, 2021, and the period from inception (January 21, 2020) to September 30, 2020,~~December 31, 2022, respectively. The related party ~~liability~~receivable, net primarily relates to ~~Horizon and affiliates is $3.8~~the divestiture of Hyzon Motors Technology (Guangdong) Co., Ltd. (“Hyzon Guangdong”), which was subsequently renamed to Guangdong Qingyun Technology Co. Ltd. (“Guangdong Qingyun”). In April 2023, the Company received approximately $6.4 million ~~and $0.6 million as~~to settle the related party receivable associated with the divestiture of ~~September 30, 2021, and December 31, 2020, respectively.~~Hyzon Guangdong.

~~Holthausen and Affiliates~~

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The Company entered into a joint venture agreement in October 2020 to create Hyzon Europe with Holthausen. As Hyzon Europe builds out its production facilities, it relies on Holthausen for certain production resources that result in related party transactions. In addition, both companies rely on certain suppliers, including Horizon.

~~In July 2021, Hyzon Europe assumed certain retrofit service contracts from Holthausen Clean Technology B.V. The Company incurred $0.1 million to acquire these contracts.~~

~~As of September 30, 2021, the Company has a net related party payable in the amount of $0.8 million due to Holthausen.~~

Note 16. ~~Earnings (Loss)~~Loss per ~~Share~~share

The following table presents the information used in the calculation of the Company’s basic and diluted ~~earnings (loss)~~net loss per share attributable to Hyzon common stockholders (in thousands, except per share data):


		Three Months Ended September 30,				Nine Months Ended September 30,		Inception (January 21, 2020) to September 30,			Three Months Ended March 31,
		2021		2020		2021		2020			2023		2022
Net income (loss) attributable to Hyzon		$	34,621	$	(556)	$	17,053	$	(854)
Net loss attributable to Hyzon										Net loss attributable to Hyzon	$	(30,248)	$	(6,523)
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	234,091		148,405		189,101		148,405		Basic	244,541		247,940
Effect of dilutive securities	Effect of dilutive securities	12,389		—		11,883		—		Effect of dilutive securities	—		—
Diluted	Diluted	246,480		148,405		200,984		148,405		Diluted	244,541		247,940
Earnings (loss) per share attributable to Hyzon:
Net loss per share attributable to Hyzon:										Net loss per share attributable to Hyzon:
Basic	Basic	$	0.15	$	—	$	0.09	$	(0.01)	Basic	$	(0.12)	$	(0.03)
Diluted	Diluted	$	0.14	$	—	$	0.08	$	(0.01)	Diluted	$	(0.12)	$	(0.03)

Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is antidilutive. The ~~weighted average number of shares outstanding prior to Business Combination were converted at an Exchange Ratio of 1.772.~~potential dilutive securities are summarized as follows (in thousands):


	Three Months Ended March 31,
	2023	2022
Restricted stock units	5,658	1,864
Stock options with service conditions	11,867	12,121
Stock options for former CTO	1,772	1,772
Stock options with market and performance conditions	5,538	5,538
Private placement warrants	8,015	8,015
Public warrants	11,014	11,286
Earnout shares	23,250	23,250
Hongyun warrants	31	31
Ardour warrants	170	230

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The following shares were not included in the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive or the shares are contingently issuable, but all necessary conditions have not been satisfied for the periods indicated (in thousands):

Three Months Ended September 30, Nine Months Ended
September 30, Inception
(January 21,
2020) to
September 30,
2021 2020 2021 2020
Stock options and restricted stock units 426 — 426 —
Stock options with market and performance conditions 5,538 — 5,538 —
Private placement warrants 8,015 — 8,015 —
Public Warrants 11,286 — 11,286 —
Earnout shares 23,250 — 23,250 —
Ardour warrants 326 — 326 —

In the three and nine months ended September 30, 2020, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be antidilutive. There were no potentially dilutive securities for the three months ended September 30, 2020 or the period from inception (January 21, 2020) to September 30, 2020.

Note 17. Subsequent Events

~~Global NRG H2 Limited~~Nasdaq Notices

~~During~~Periodic Filing Rule

In February 2023, the ~~quarter ended June 30, 2022,~~Company received a Staff Determination from the Listing Qualifications Staff of Nasdaq notifying the Company that unless the Company requests an appeal, trading of the Company's Class A common stock and warrants will be suspended from The Nasdaq Capital Market at the opening of business on February 14, 2023, and a Form 25-NSE will be filed with the SEC. On February 10, 2023, the Hearings Panel granted the Company a 15 calendar day stay of delisting, and informed the Company that it would be notified within this 15 calendar day period whether the Company’s request for a stay pending the hearing will be granted. The date for the delisting hearing was March 16, 2023. At the hearing, the Company presented its plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) and requested the continued listing of its securities on The Nasdaq Capital Market pending such compliance. In March 2023, the Company received a letter from the Hearings Panel indicating that the Hearings Panel granted the Company’s request for continued listing until May 15, 2023, in order to allow the Company to regain compliance with the periodic filing rule.

The Company’s request for continued listing of its securities on The Nasdaq Capital Market until May 15, 2023 was granted subject to the condition that on or before May 15, 2023, the Company shall have filed with the SEC all delinquent reports, in compliance with the Periodic Filing Rule. Subsequently, on May 5, 2023, the Company notified the Hearings Panel and the Staff that the Company determined that ~~there~~it was ~~a full impairment~~necessary to seek an extension to May 31, 2023 to complete the annual audit of the Company’s ~~$2.5 million investment in NRG. For additional information regarding~~financial statements for the ~~NRG investment refer~~year ended December 31, 2022 and for the Company to ~~Note 9. Investments in Equity Securities~~file the 2022 Form 10-K. The Company also requested an extension to June 7, 2023, to file the ~~condensed consolidated financial statements.~~Q1 2023 Form 10-Q. On May 10, 2023, the Hearings Panel granted the Company’s requested extensions, providing the Company until May 31, 2023 to file the 2022 Form 10-K and June 7, 2023 to file the Q1 2023 Form 10-Q.

~~Holthausen and Affiliates~~

InOn April 6, 2023, the Company received an additional Staff Determination (the “Additional Staff Determination”) from the Staff notifying the Company that, because the Staff did not receive the Company’s Form 10-K for the year ended December 31, 2022, the Company ~~acquired~~does not comply with Nasdaq’s Listing Rules for continued listing, thus constituting an additional basis for delisting the ~~remaining 49.5% stake, or 1,485,000 A Shares par value €0.01 in Hyzon Europe~~Company’s securities from ~~Holthausen.~~ The ~~Company now holds 100% ownership in Hyzon Europe.~~Nasdaq Capital Market. The ~~consideration paid by~~Additional Staff Determination further notified the Company that the Hearings Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to ~~Holthausen was €5.52 million (approximately $5.84 million~~this additional deficiency to the Hearings Panel in USD), consisting of €4.50 million (approximately $4.76 million in USD) in cash, including prepaid balances, and €1.02 million (approximately $1.08 million in USD) (excluding any VAT) of certain inventory. In addition, Hyzon Europe transferred all of the assumed retrofit service contracts including after-sales obligations back to Holthausen Clean Technology B.V. upon closing of the transaction.

~~Delaware Court of Chancery Section 205~~

writing no later than April 13, 2023. On ~~February~~April 13, 2023, the Company filed its response to the Additional Staff Determination. On May 31, 2023, the Company filed Form 10-K for the year ended December 31, 2022.

On May 16, 2023, the Company filed a ~~petition under~~Form 12b-25 to report that the ~~caption~~ ~~In re Hyzon Motors Inc., C.A. No. 2023-0177-LWW (Del. Ch) in~~Q1 2023 Form 10-Q would not be filed within the ~~Delaware Court of Chancery pursuant to Section 205 of~~prescribed time period. On May 17, 2023, the ~~Delaware General Corporation Law (“DGCL”~~Company received a second additional Staff Determination (the “Second Additional Staff Determination”)~~, which permits the Court of Chancery, in its discretion, to validate potentially defective corporate acts due to developments regarding potential interpretations of the DGCL stemming~~ from the ~~Court’s recent~~Staff notifying the Company that, because the Staff did not receive the Q1 2023 Form 10-Q, the Company does not comply with Nasdaq’s Listing Rules for continued listing, thus constituting an additional basis for delisting the Company’s securities from The Nasdaq Capital Market. The Second Additional Staff Determination further notified the Company that the Hearings Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to this additional deficiency to the Hearings Panel in ~~Garfield v. Boxed, Inc.,~~ ~~2022 WL 17959766 (Del. Ch. Dec. 27, 2022).~~writing no later than May 24, 2023. On ~~March~~May 24, 2023, the Company filed its response to the Second Additional Staff Determination. There can be no assurance that we will successfully regain compliance or, if we do, that we will be able to remain in compliance.

Nasdaq Minimum Bid Price Requirement

On May 8, 2023, the Company received a letter from The Nasdaq Stock Market notifying the Company that, because the closing bid price for its common stock has been below $1.00 per share for 30 consecutive business days, it no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.

In the event the Company is not in compliance with the Minimum Bid Price Requirement by November 6, 2023, the ~~Court~~Company may be afforded a second 180 calendar day grace period. To qualify, the Company would be required to meet the continued listing requirements for market value of ~~Chancery granted our petition, holding that any defects that may have existed~~publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with ~~respect to~~ the ~~conduct~~exception of the ~~Special Meeting~~Minimum Bid Price Requirement. In addition, the Company would be required to provide written notice of ~~Shareholders held on July 15, 2021~~its intention to ~~approve~~cure the ~~increase in~~minimum bid price deficiency during this second 180-day compliance period by effecting a reverse stock split, if necessary. The Company is evaluating options for regaining compliance with the ~~Company’s authorized share capital were ratified as~~Minimum Bid Rule, including seeking shareholder approval at its next annual meeting of ~~the meeting.~~shareholders to declare and effect a reverse stock split.

The Company ~~continues~~will continue to ~~believe that, notwithstanding~~monitor the ~~relief~~closing bid price of its common stock and seek to regain compliance with all applicable Nasdaq requirements within the Delaware Court of Chancery granted to the Company under Section 205, at the time of DCRB Shareholder Meeting on July 16, 2021, the increase in the Company’s authorized share capital was validly approved by DCRB’s shareholders under Delaware law.allotted compliance periods.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, the words “could,” “should”, “will,” “may,” “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “project,” the negative of such terms and other similar expressions are intended to identify forward looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

Except with respect to statements in this Form 10-Q/A revised or provided to reflect the effects of the Restatement, forward-looking statements herein are as of the Original Filing, filed with the SEC on November 15, 2021, unless specifically stated to be made as of a different date, and the Company has not updated forward-looking statements or information to reflect events occurring after the Original Filing.

Forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, those described below and under the sections entitled “Risk Factors “and “Cautionary Note Regarding Forward-Looking Statements” included in the Definitive Proxy Statement (the “Proxy”) of DCRB filed with the SEC on June 21, 2021 and in subsequent reports that we file with the SEC, including this Form 10-Q/A for the quarter ended September 30, 2021.

•our ability to commercialize our strategic plans, including our ability to establish facilities to produce our vehicles or secure hydrogen supply in appropriate volumes, at competitive costs or with competitive emissions profiles;

•~~our ability to effectively compete in the heavy-duty transportation sector, and intense competition and competitive pressures from other companies worldwide in the industries in which we operate;~~

•~~our ability to maintain the listing of our common stock on Nasdaq;~~

•~~our ability to raise financing in the future;~~

•~~our ability to retain or recruit, or changes required in, our officers, key employees or directors; and~~

•~~our ability to protect, defend or enforce intellectual property on which we depend~~

Should one or more of the risks or uncertainties described above, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of this report. Except as otherwise required by applicable law, we disclaim any duty to update any forward looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this report. You should, however, review additional disclosures we make in subsequent filings with the SEC.

The following discussion and analysis ~~provides~~provide information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion is intended to supplement, and should be read in conjunction with ~~the accompanying unaudited condensed consolidated financial statements and notes thereto included as a part of the Form 10-Q/A to which this Management’s~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation is attached.~~Operations” included in our 2022 Annual Report filed on Form 10-K. Unless the context otherwise requires, all references in this section to ~~“Hyzon,” “we,” “us,”~~“Hyzon”, “we”, “us”, and “our” are intended to mean the business and operations of Hyzon Motors Inc. and its consolidated ~~subsidiaries following the consummation of the Business Combination and to Legacy Hyzon and its consolidated subsidiaries prior to the Business Combination.~~subsidiaries.

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~~Restatement~~

~~The accompanying Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations has been adjusted to give effect to the Restatement of the unaudited condensed~~consolidated financial statements for the periods ended September 30, 2021. For additional information and a detailed discussion of the Restatement, refer to the Explanatory Note and Note 2. Restatement of Previously Issued Financial Statements to the condensed consolidated financial statements.

Overview

Headquartered in ~~Rochester,~~Honeoye Falls, New York, with major operations in ~~North America, Europe,~~the United States, the Netherlands, and ~~Australasia, Hyzon is an energy transition accelerator and technology innovator, providing end-to-end~~Australia. We provide decarbonized solutions primarily for the commercial ~~mobility sector. We operate two lines of businesses: commercial vehicles~~vehicle market and hydrogen supply infrastructure. We are commercializing our proprietary fuel cell technology through assembling and upfitting heavy duty (“HD”) hydrogen fuel cell electric vehicles (“FCEVs”). When we refer to “assembling” or “converting” our FCEVs, we generally mean integrating our fuel cells and fuel cell stacks with batteries, electric motors, and other components into a chassis to form a completed FCEV that we sell. When we “upfit” a vehicle, we generally mean that we provide services to transform a customer's internal combustion engine (“ICE”) vehicle into a FCEV.

Vehicles and Vehicle Platforms

Our commercial vehicle business is focused primarily on assembling and ~~supplying battery-electric vehicles~~converting FCEVs. Our new strategy takes a focused approach by designing and ~~FCEVs, such as heavy-duty (Class 8)~~developing one vehicle platform in each region to conform with regional regulations and customer preferences. Our strategy to manufacture fuel cells in-house and work with third-party vehicle assemblers is intended to enable us to maintain an asset-light business model, lower production costs, and ultimately lower total cost of ownership (“TCO”) for the customer - a prerequisite for scaling deployments of HD and medium duty (“MD”) trucks medium-duty (Class 6) trucks, light-duty (Class 3) trucks, and 40- and 60-foot (12 and 18-meter) city and coach buses to commercial vehicle operators. We also provide services that retrofit ICE vehicles to FCEVs.with customers.

On-road, our potential customers include shipping and logistics companies and retail customers with large distribution networks, such as grocery retailers, food and beverage companies, waste management companies, and municipality and government agencies around the world. Off-road, our potential customers include mining, material handling and port equipment manufacturers and operators. ~~These strategic customer groups generally~~Our initial targeted customers often employ a ~~‘back-to-base’~~“back-to-base” model where their vehicles return to a central base or depot between operations, thereby allowing operators to have fueling independence as the necessary hydrogen can be produced locally at or proximate to the central base and dispensed at optimally-configured hydrogen refueling stations. ~~Our fuel cell technologies are also compatible with light commercial vehicles among other applications.~~ Hyzon ~~plans to~~may expand its range of products and hydrogen solutions ifas the transportation sector increasingly adopts hydrogen ~~power~~propulsion and investments are made in hydrogen production and related infrastructure in accordance with our expectations.

~~In addition, we perform integration for rail and aviation customers and~~We plan to expand our integration activities across ~~maritime~~rail, aviation, mobile power and other applications in the future. We expect the opportunities in these sectors to continue to expand with the rapid technological advances in ~~hydrogen-powered~~hydrogen fuel cells and the increasing investments in hydrogen production, storage and refueling infrastructure around the world.

Fuel and Infrastructure

Our hydrogen supply infrastructure business is focused on building and fostering a clean hydrogen supply ecosystem with ~~leading~~ partners and third parties from feedstock through hydrogen production, dispensing and financing. We collaborate with strategic partners on development, construction, operation, and ownership of hydrogen production facilities and refueling stations in each major region of our operations, which ~~intends~~we intend to complement our back-to-base model and near-term fleet deployment. On July 29, 2021, the Company entered into a Master Hub Agreement with Raven SR, LLC (“Raven SR”) whereby Raven SR granted to the Company a right of first refusal to co-invest in up to 100 of Raven SR’s first 200 solid waste-to-hydrogen production hubs, and up to 150 of Raven SR’s gas-to-hydrogen production hubs across the United States on a hub-by-hub basis. In connection with this agreement, Hyzon invested $2.5 million on July 30, 2021, to acquire a minority interest in Raven SR. We expect near-term realization of the first waste-to-hydrogen production hub constructed by Raven SR coming online in Richmond, CA, with 5 tons per day of zero Carbon Intensity green hydrogen available for our near-term back-to-base fleets at diesel parity, in 2022.deployment opportunities.

~~Business Combination~~

On February 8, 2021, Legacy Hyzon, now Hyzon Motors USA Inc. (“Legacy Hyzon”) entered into the Business Combination Agreement and Plan of Reorganization (the “Business Combination”) with DCRB and Merger Sub pursuant to which Merger Sub merged with and into Legacy Hyzon, with Legacy Hyzon surviving the merger as a wholly owned subsidiary of DCRB. The transaction closed on July 16, 2021. Following the close of the business combination, DCRB has been named Hyzon Motors Inc., began trading on Nasdaq, and its common stock and warrants trade under the symbols “HYZN” and “HYZNW”, respectively. The Business Combination generated proceeds of approximately $509.0 million cash, net of transaction costs allocated to equity and redemptions by DCRB’s public stockholders. This includes an aggregate of $355 million of gross proceeds from the PIPE Financing at $10.00 per PIPE Share. Hyzon’s cash on hand after giving effect to this transaction, including transaction costs and expenses, is expected to be used for general corporate

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~~purposes, including developing infrastructure and supply chain, acquiring and leasing equipment for manufacturing, and investing in research and development.~~

~~COVID-19 Pandemic~~

The COVID-19 pandemic is currently impacting countries, communities, supply chains, and the global financial markets. Governments have imposed laws requiring social distancing, travel restrictions, shutdowns of businesses and quarantines, among others, and these laws may limit our ability to meet with potential customers or partners, or affect the ability of our personnel, suppliers, partners and customers to operate in the ordinary course of business. Although the economy has begun to recover, the severity and duration of the related global economic crisis is not fully known. The COVID-19 pandemic is expected to continue to have residual negative impacts, in particular the supply chain continues to face disruptions. Rebounding demand in key components challenge the supply base and supply chain with short notice and increasing volume levels. The supply constraints include overseas freight congestion causing extended lead times, semiconductor allocation, other raw/component material shortages and supplier staffing challenges.

~~The COVID-19 pandemic and measures to prevent its spread have had the following impact on our business:~~

•~~Our workforce~~. Employee health and safety is our priority. In response to COVID-19, we established new protocols to help protect the health and safety of our workforce. We will continue to stay up-to-date and follow local, CDC, or WHO guidelines regarding safe work environment requirements.

•~~Operations and Supply Chain.~~ We continue to experience some delays in our supply chains which may temporarily limit our ability to outfit vehicles and fuel cell systems with key components. However, our global footprint has allowed us to leverage our strategic partnerships and to meet customer demands for zero emission heavy commercial vehicles despite these challenges. In the future, we may experience supply chain disruptions from related or third-party suppliers and any such supply chain disruptions could cause delays in our development and delivery timelines. We continue to monitor the situation for any potential adverse impacts and execute appropriate countermeasures, where possible.

While we have experienced some operational challenges, the long-term implications of the COVID-19 pandemic on our workforce, operations and supply chain, as well as demand remain uncertain. These factors may in turn have a material adverse effect on our results of operations, financial position, and cash flows.

Key Trends and Uncertainties

We believe that our performance and future success depends on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, Item 1A. “Risk Factors” in our Annual Report filed on Form 10-K for the ~~section entitled “Risk Factors — Risks Related to Hyzon” included in the Proxy~~year ended December 31, 2022.

Table of ~~DCRB filed with SEC on June 21, 2021.~~Contents

Commercial Launch of Hyzon-branded commercial vehicles and other hydrogen solutions

We reported no revenue and $2.9 million of revenue from hydrogen fuel cell system sales in the United States and FCEVs in China for the three months ended March 31, 2023 and 2022, respectively. Our business model has yet to be ~~tested.~~proven. Prior to full commercialization of our commercial vehicle business at scale, we must complete the construction of required manufacturing facilities for our fuel cells and fuel cell stacks, and we must achieve research and development milestones. WeFurthermore, we must establish ~~and~~or invest in companies that will establish or operate facilities capable of producing our hydrogen fuel cell systems ~~or assembling~~and leverage third-party vehicle manufacturers to assemble our hydrogen-powered commercial vehicles in appropriate volumes and at competitive costs.

Until we can generate sufficient additional revenue from our commercial vehicle business, we expect to finance our operations through equity and/or debt ~~financings.~~financing. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our development efforts. We expect that any delays in the successful completion of our manufacturing facilities, availability of critical parts, and/or validation and testing will impact our ability to generate revenue.

Hydrogen Production & Supply Infrastructure

We continue to ~~develop~~explore opportunities for fostering an end-to-end hydrogen ecosystem delivery model, with a partner-driven approach to design, build, own, &and operate hydrogen production hubs and downstream dispensing infrastructure expected to provide ~~zero-to-~~

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~~negative~~zero-to-negative carbon intensity hydrogen at below diesel-parity cost structures supporting Hyzon vehicle fleet deployments. We intend to continue forming additional partnerships across the full hydrogen ~~feedstock,~~spectrum with production &and dispensing ~~lifecycle~~value chain in each major region in which we operate that will be designed to ensure that the hydrogen fuel required is available at the cost and carbon intensity requirements to drive fleet conversions to Hyzon hydrogen ~~fuel cell commercial vehicles. Given~~FCEVs. Because we have a partner-driven approach, we are naturally reliant upon our partners’ and other industry participants' performance in fulfilling the obligations that we depend on for delivery of each segment of that value chain. Additionally, consistent with other construction projects, there are risks related to realized construction cost and schedule that can impact final cost to produce and deliver hydrogen and timing of that delivery, along with the availability of feedstock near our vehicle fleet deployments. We intend to manage these risks by partnering or collaborating with ~~high quality~~our partners and ~~high performing partners with a track record of timely delivery and instituting commercial agreements~~industry participants to drive down construction cost and achieve on-time ~~schedule~~scheduled performance.

Continued Investment in Innovation

We believe that we are ~~the~~an industry-leading hydrogen technology company with the most efficient and reliable fuel cell powertrain technologies and ~~an unmatched~~a compelling product and service offering. Our financial performance will be significantly dependent on our ability to maintain this ~~leading~~ position. We expect to incur substantial and increasing research and development ~~expenses and stock-based compensation~~ expenses as a result. We dedicate significant resources towards research and development, and invest heavily in recruiting talent, especially for vehicle design, vehicle software, fuel cell system, and electric ~~powertrain engineers.~~powertrain. We ~~will~~expect to continue to recruit and retain talented ~~engineers~~personnel to grow our strength in our core technologies. We expect to incur additional stock-based compensation expenses as we support our growth and status as a publicly traded company. We expect our strategic focus on innovation will further solidify our leadership position.

Customer Demand

We ~~have received significant interest in our commercial vehicles and are able to convert non-binding letters of intent or memoranda of understanding into binding orders or sales. However, while we~~ are continually seeking to expand our customer ~~base,~~base; however, we ~~depend~~are focusing on a few major customers and we expect to follow this ~~will continue~~strategy for the next several years. AsThese customers will mostly employ a back-to-base model in the early adoption phase of ~~September 30, 2021, Hyzon has received orders from~~FCEVs. While we focus on back-to-base or regional customers, ~~in an aggregate value of approximately $14.6 million from companies~~we expect to expand our target customer focus to include longer-haul truck and bus segments, additional vehicle classes, mobile power, and incremental mobility applications (e.g., rail, aviation) for customers around the ~~world, and Hyzon’s customers have paid $7.8 million in deposits with respect to such orders.~~world.

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Supplier Relationships

We ~~also~~ depend on third parties, including our majority beneficial shareholder and parent company Horizon, for supply of key inputs and components for our products, such as fuel cells and automotive parts. We intend to negotiate potential relationships with industry-leading ~~original equipment manufacturers (“OEMs”)~~OEMs to supply chassis for our Hyzon-branded vehicles but do not yet have any binding agreements and there is no guarantee that definitive agreements will be reached. ~~Such~~Even if we reach such agreements, such suppliers, including Horizon, may be unable to deliver the inputs and components necessary for us to produce our hydrogen-powered commercial vehicles or hydrogen fuel cell systems at prices, volumes, and specifications acceptable to us. If we are unable to source required inputs and other components from third parties on acceptable terms, it could have a material adverse effect on our business and results of operations.

The automotive industry continues to face supply chain ~~disruption.~~disruptions. We are experiencing increases in both the cost of and time to receive of raw materials, such as semiconductors or chassis. Any such increase or supply ~~interruption~~interruptions could materially negatively impact our business, prospects, financial condition and operating results. Many of the parts for our products are sourced from suppliers in China and the manufacturing situation in China remains uncertain.

Market Trends and Competition

The last ten years have seen ~~the rapid~~increased development of alternative energy solutions in the transportation space. We believe this growth will continue to accelerate as increased product offerings, technological developments, reduced costs, additional supporting infrastructure, and increased global focus on climate goals drive broader adoption.

We believe that commercial vehicle operators, ~~its~~one of our initial target ~~market,~~markets, will be driven towards hydrogen-powered commercial vehicles ~~predominantly~~not only by the need and desire to decarbonize activities, but also by the potential ~~for~~benefits of lower ~~total cost of ownership~~TCO in comparison to the cost of ownership associated with traditional gasoline and diesel ~~ICE~~internal combustion engines. Hyzon believes that it has identified a pathway to TCO parity with diesel vehicles.

Our fuel cell

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technology can be deployed across a broad range of mobility applications, including on-road, off-road, rail, maritime and aviation.

The competitive landscape for our commercial vehicles ranges from vehicles relying on legacy ~~ICEs,~~internal combustion engines, to extended range electric and battery electric engines, to other hydrogen fuel cell and alternative low-to-no carbon emission propulsion vehicles. Competitors include well established vehicle companies already deploying vehicles with internal fuel cell technology and other ~~heavy~~HD vehicle companies that have announced their plans to offer fuel cell trucks in the future. We also face competition from other fuel cell manufacturers. We believe that our company is well positioned to capitalize on growth in the demand for alternative, low-to-no carbon emission propulsion vehicles due to the numerous benefits of hydrogen power, including hydrogen’s abundance, ~~and~~ ability to be produced locally, and the generally faster refueling times for hydrogen-powered commercial vehicles as compared to electricity-powered vehicles. However, in order to successfully execute on our business plan, we must continue to innovate and convert successful research and development efforts into differentiated products, including new commercial vehicle models.

Our current and potential competitors may have greater financial, technical, manufacturing, marketing, and other resources. Our competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing, and support of their internal combustion, alternative fuel and electric truck programs.

Regulatory Landscape

We operate in a highly regulated industry. The failure to comply with laws or regulations, including but limited to rules and regulations covering vehicle safety, emissions, dealerships, and distributors, could subject us to significant regulatory risk and changing laws and regulations and changing enforcement policies and priorities could adversely affect our business, prospects, financial condition and operating results. We may be also required to obtain and comply with the terms and conditions of multiple environmental permits, many of which are difficult and costly to obtain and could be subject to legal challenges. We depend on global customers and suppliers, and adverse changes in governmental policy or trade regimes could significantly impact the competitiveness of our products. Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability. See the section entitled ~~“Information about Hyzon –~~ “Government ~~Regulations”~~Regulations” in Part I, Item 1. “Business” in our Annual Report filed on Form 10-K for the ~~Proxy.~~

year ended December 31, 2022.

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Results of Operations

~~Three Months Ended September 30, 2021 and 2020~~The following table sets forth our historical operating results for the periods indicated (in thousands):

~~Hyzon was formed~~


	Three Months Ended March 31,
	2023		2022		$ Change		% Change
Revenue	$	—	$	2,888	$	(2,888)	(100)	%
Operating expense:
Cost of revenue	838		653		185		28	%
Research and development	9,340		6,936		2,404		35	%
Selling, general, and administrative	30,857		19,752		11,105		56	%
Total operating expenses	41,035		27,341		13,694		50	%
Loss from operations	(41,035)		(24,453)		(16,582)		68	%
Other income (expense):
Change in fair value of private placement warrant liability	641		1,523		(882)		(58)	%
Change in fair value of earnout liability	6,420		3,241		3,179		98	%
Gain on equity securities	—		12,530		(12,530)		(100)	%
Foreign currency exchange gain (loss) and other expense, net	1,150		(1,150)		2,300		(200)	%
Investment income and interest income, net	2,566		17		2,549		NM
Total other income (expense)	10,777		16,161		(5,384)		(33)	%
Net loss before income taxes	(30,258)		(8,292)		(21,966)		265	%
Income tax expense	—		526		(526)		(100)	%
Net loss	$	(30,258)	$	(8,818)	$	(21,440)	243	%
Less: Net loss attributable to noncontrolling interest	(10)		(2,295)		2,285		(100)	%
Net loss attributable to Hyzon	$	(30,248)	$	(6,523)	$	(23,725)	364	%

NM Not meaningful

Three Months Ended March 31, 2023 and commenced operations on January 21, 2020. As a result, we have a very limited operating history from inception and limited prior period comparable information available to be presented in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyzon.”2022

Revenue. Revenue represents sales of hydrogen FCEVs, fuel cell systems, and upfit services.

We did not generate revenue for the three months ended March 31, 2023. Revenue for the three months ended ~~September 30, 2021~~March 31, 2022 was $2.9 million, and represents ~~$0.1 million~~sales of ~~revenue from retrofit services performed by Hyzon Europe.~~fuel cell systems in the United States and FCEVs in China.

Operating Expenses. Operating expenses ~~for the three months ended September 30, 2021 were $46.8 million compared to $0.5 million for the three months ended September 30, 2020. Operating expenses~~ consist of ~~cost~~Cost of revenue, ~~research~~Research and development expenses and ~~selling,~~Selling, general and administrative expenses.

Operating expenses for the three months ended March 31, 2023 were $41.0 million compared to $27.3 million for the three months ended March 31, 2022.

Cost of Revenue.Cost of revenue includes direct materials, labor costs, allocated overhead costs related to ~~retrofitting~~the assembly and upfitting of hydrogen FCEVs, ~~and~~fuel cell systems, estimated warranty ~~costs.~~ costs, and inventory write-downs.

Cost of revenue for the three months ended ~~September 30, 2021 was $0.2 million. We did not record revenue or~~March 31, 2023 totaled $0.8 million related to cost provisions accrued for customer contract activities and inventory write-downs in Europe. Cost of revenue for the three months ended ~~September 30, 2020.~~

March 31, 2022 totaled $0.7 million primarily consisting of $0.5 million in upfitting services in Europe and $0.1 million of costs to deliver fuel cells in the U.S.

Research and Development Expenses.Research and development expenses represent costs incurred to support activities that advance the development of current and next generation ~~hydrogen powered~~hydrogen-powered fuel cell systems, the design and development of ~~ePowertrain,~~electric powertrain, and the integration of those systems into various mobility applications. Our research and development expenses consist primarily of employee-related personnel expenses, prototype materials and tooling, design expenses, consulting and contractor costs and an allocated portion of overhead costs.

Research and development expenses were ~~$4.0~~$9.3 million and ~~$0.1~~$6.9 million infor the three months ended ~~September 30, 2021~~March 31, 2023 and ~~September 30, 2020,~~2022, respectively. The increase was primarily due to ~~$3.0~~$1.6 million in higher personnel costs, which were incurred in ~~developing~~

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order to enhance our research and development expertise for our global customer base. We expect research and development expenses to increase significantly and become a larger percentage of our operating expenses going forward as we build out our research facilities and expand headcount to advance our development of current and next generation hydrogen poweredin vehicle design, vehicle software, fuel cell systems, ~~the design~~ and ~~development~~electric powertrain. The remaining increase of ~~ePowertrain,~~$0.8 million was primarily related to materials used in research and ~~the integration of those systems into various mobility applications.~~development.

Selling, General, and Administrative Expenses.Selling expenses consist primarily of employee-related costs for individuals working in our sales and marketing departments, ~~third party~~third-party commissions, and related outreach activities. General and administrative expenses consist primarily of personnel-related expenses associated with our executive, finance, legal, information technology, and human resources functions, as well as professional fees for legal, audit, accounting, and other consulting services, and an allocated portion of overhead costs.

Selling, general, and administrative expenses were ~~$42.7~~$30.9 million and ~~$0.4~~$19.8 million in the three months ended September 30, 2021 and September 30, 2020, respectively. The increase is comprised of $27.7 million related to stock compensation expense, $13.4 million of which is triggered by a key executive retirement arrangement (see Note 13. Stock-based Compensation Plans) and $14.0 million relates to earnout equity awards pursuant to the Business Combination (see Note 4. Business Combination). Salary and related expenses were $3.3 million in the three months ended September 30, 2021 compared to $0.3 million in the three months ended September 30, 2020. The additional increase of approximately $11.6 million in selling, general and administrative expense was due to building out the Company’s corporate infrastructure and legal and accounting costs associated with the Business Combination for the three months ended ~~September 30, 2021 compared~~March 31, 2023 and 2022, respectively. The increase was primarily due to ~~$0.4~~$9.4 million in ~~the three months ended September 30, 2020. We also continue to incur increased expenses, including~~higher legal, accounting ~~audit, legal,~~and consulting fees incurred in connection with regulatory and ~~tax-related services associated with maintaining compliance with exchange listing~~legal matters, including the Special Committee investigation, the SEC and ~~SEC requirements; director~~regulatory investigations and ~~officer insurance costs;~~other litigation, $1.4 million in higher salary and ~~investor~~related expenses and ~~public relations costs.~~$0.3 million in higher marketing expense.

Change in Fair Value.Change in fair value represents non-cash gains or losses in estimated fair values of the private placement warrant liability, earnout liability, and investments in equity securities. Private placement warrant and earnout liabilities ~~required to be~~are remeasured at each balance sheet date. ~~Change~~Equity securities are remeasured when there is an observable price adjustment in an orderly transaction for an identical or similar investment in the same investee entity.

Changes in estimated fair ~~value~~values of private placement warrant liability and earnout ~~liabilities~~liability for the three months ended ~~September 30, 2021,~~March 31, 2023, were ~~$7.6~~$0.6 million and ~~$73.4~~$6.4 million, ~~gains,~~ respectively. Changes in estimated fair values of private placement warrant liability, earnout liability, and investments in equity securities for the three months ended March 31, 2022, were $1.5 million, $3.2 million, and $12.5 million, respectively. The change in the estimated fair values of the private placement warrant liability and earnout liability were primarily attributable to the year over year decrease in the Company’s share price. There were no equivalent ~~instruments~~price adjustment in equity securities requiring fair value remeasurement ~~during~~for the three months ended ~~September 30, 2020.~~March 31, 2023.

Foreign Currency Exchange Gain (Loss). and Other Expense, net. Foreign currency exchange gain (loss) represents exchange rate gains and losses related to all transactions denominated in a currency other than our or our subsidiary’s functional currencies.

Foreign currency exchange gain was $1.2 million for the three months ended March 31, 2023 compared to a loss ~~was $0.1~~of $1.2 million in the three months ended ~~September 30, 2021 compared to negligible~~March 31, 2022.

Investment income and interest expense, innet. Investment income was $2.4 million and interest income, net was $0.1 million for the three months ended ~~September 30, 2020, as there were few transactions in foreign currencies in~~March 31, 2023, compared to negligible interest income for the ~~prior period. We expect~~three months ended March 31, 2022. Investment income for the ~~volume of foreign currency transactions~~three months ended March 31, 2023 primarily relates to ~~grow significantly in the future as we continue to expand our geographic footprint.~~realized gain or loss on short-term investments.

~~Interest~~Income Tax Expense ~~net.~~ ~~Interest~~. We had no income tax expense ~~net was $0.3 million in~~for the three months ended ~~September 30, 2021, compared to negligible expense in~~March 31, 2023. For the three months ended ~~September 30, 2020. Interest~~March 31, 2022, the Company recorded a net discrete tax expense ~~relates~~of $0.5 million, primarily ~~to the convertible debt issued in February 2021 and is comprised primarily of changes in the fair value of the embedded derivative~~ associated with the ~~automatic conversion provision~~establishment of a deferred tax liability that is not expected to offset available deferred tax assets. The Company has cumulative net operating losses at the ~~convertible note. Upon close of~~federal, foreign, and state levels and maintains a full valuation allowance, but for the Business Combination in July 2021, the convertible debt and accrued interest converted into shares of common stock of the Company (see Note 4. Business Combination). There was no debt outstanding during the three months ended September 30, 2020.deferred tax liability described above, against its deferred tax assets.

Net ~~Income (Loss)~~Loss Attributable to Noncontrolling Interests. Net ~~income (loss)~~loss attributable to noncontrolling interests represents results attributable to third parties in our operating subsidiaries. Net ~~income (loss)~~loss is generally allocated based on such ownership interests held by third parties with respect to each of these entities.

Net loss attributable to noncontrolling interests was ~~$0.8~~negligible and $2.3 million for the three months ended ~~September 30, 2021, compared to zero~~March 31, 2023 and 2022, respectively. The decrease is primarily because the Company acquired the remaining equity interests of Hyzon Europe from Holthausen Clean Technology Investments B.V. (“Holthausen”) in ~~the three months ended September 30, 2020.~~December 2022. The ~~change~~Company now holds 100% ownership in ~~the comparative periods is the result of our entering into a joint venture agreement with Holthausen to establish a venture in the Netherlands in October of 2020.~~

~~Nine Months Ended September 30, 2021 and Period from January 21, 2020 (Inception) to September 30, 2020~~Hyzon Europe.

~~Revenue.~~ ~~Revenue for the nine months ended September 30, 2021 represents $0.1 million of revenue from retrofit services performed by Hyzon Europe.~~

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~~Operating Expense.~~ Operating expenses for the nine months ended September 30, 2021 were $59.9 million compared to $0.8 million for the period from January 21, 2020 (Inception) to September 30, 2020. Operating expenses consist of cost of revenue, research and development expenses and selling, general and administrative expenses.

~~Cost of Revenue.~~ ~~Cost of revenue for the nine months ended September 30, 2021 was $0.2 million. We did not record revenue or cost of revenue for the period from January 21, 2020 (Inception) to September 30, 2020.~~

~~Research and Development Expenses.~~ Research and development expenses were $8.1 million and $0.2 million in the nine months ended September 30, 2021 and the period from January 21, 2020 (Inception) to September 30, 2020, respectively. The increase was primarily due to $5.4 million in higher personnel costs in developing our research and development expertise for our global customer base. We expect research and development expenses to increase significantly and become a larger percentage of our operating expenses going forward as we build out our research facilities and expand headcount to advance our development of current and next generation hydrogen powered fuel cell systems and the design and development of ePowertrain, and the integration of those systems into various mobility applications.

~~Selling, General and Administrative Expenses.~~ Selling, general and administrative expenses were $51.6 million and $0.7 million in the nine months ended September 30, 2021 and the period from January 21, 2020 (Inception) to September 30, 2020, respectively. The increase is comprised of $28.1 million related to stock compensation expense, $13.4 million of which is triggered by a key executive retirement arrangement (see Note 13. Stock-based Compensation Plans) and $14.0 million relates to earnout equity awards pursuant to the Business Combination (see Note 4. Business Combination). Salary and related expenses were $5.7 million in the nine months ended September 30, 2021 compared to $0.5 million in the period ended September 30, 2020. The additional increase of approximately $17.6 million in Selling, general and administrative expense was due to building out the Company’s corporate infrastructure and legal and accounting costs associated with the Business Combination for the nine months ended September 30, 2021 compared to $0.2 million for the period from January 21, 2020 (Inception) to September 30, 2020. We also expect to continue to incur increased expenses, including accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC requirements; director and officer insurance costs; and investor and public relations costs.

~~Change in Fair Value.~~ Change in estimated fair value of private placement warrant and earnout liabilities for the nine months ended September 30, 2021, were $7.6 million and $73.4 million gains, respectively. There were no equivalent instruments requiring fair value remeasurement during the period January 21, 2020 (Inception) to September 30, 2020.

~~Foreign Currency Exchange Gain (Loss).~~ Foreign currency exchange loss was $0.2 million in the nine months ended September 30, 2021 compared to negligible expense in the period January 21, 2020 (Inception) to September 30, 2020, as there were few transactions in foreign currencies in the prior period. We expect the volume of foreign currency transactions to grow significantly in the future as we continue to expand our geographic footprint.

~~Interest Expense, net.~~ Interest expense, net was $5.2 million in the nine months ended September 30, 2021 compared to negligible expense in the period January 21, 2020 (Inception) to September 30, 2020. Interest expense in 2021 relates primarily to the convertible debt issued in February 2021 and is comprised primarily of changes in the fair value of the embedded derivative associated with the automatic conversion provision of the convertible note. Upon close of the Business Combination in July 2021, the convertible debt and accrued interest converted into shares of common stock of the Company (see Note 4. Business Combination). Interest expense in 2020 relates primarily to the convertible debt issued on August 24, 2020 and converted to 250,000 common shares on October 19, 2020 upon the Company’s closing of Qualified Financing.

~~Net Income (Loss) Attributable to Noncontrolling Interests.~~ Net loss attributable to noncontrolling interests was $1.3 million for the nine months ended September 30, 2021 compared to zero in the period from January 21, 2020 (Inception) to September 30, 2020. The change in the comparative periods is the result of our entering into a joint venture agreement with Holthausen to establish a venture in the Netherlands in October of 2020.

Non-GAAP Financial Measures

In addition to our results determined in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we believe the following non-GAAP measures are useful in evaluating our operational performance.

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We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

EBITDA and Adjusted EBITDA

“EBITDA” is defined as net loss before interest income or expense, income tax expense or benefit, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation expense, change in fair value of private placement warrant liability, change in fair value of earnout liability, gain (loss) on equity securities and other special items determined by management, if applicable. EBITDA and Adjusted EBITDA are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, U.S. GAAP. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate ~~Adjusted EBITDA~~ in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net ~~income (loss)~~loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

The following ~~tables reconcile~~table reconciles net ~~income (loss)~~loss to EBITDA and Adjusted EBITDA (in thousands):

Three Months Ended September 30,
2021 2020
Net income (loss) $ 33,845 $ (556)
Interest expense, net 254 15
Income tax expense (benefit) — —
Depreciation and amortization 302 75
EBITDA $ 34,401 $ (466)
Change in fair value of private placement warrant liability (7,614) —
Change in fair value of earnout liability (73,359) —
Stock-based compensation 14,766 —
Executive transition charges(1)
13,860 —
Business combination transaction expenses(2)
3,404 —
Regulatory and legal matters(3)
111 —
Adjusted EBITDA $ (14,431) $ (466)


	Three Months Ended March 31,
	2023		2022
Net loss	$	(30,258)	$	(8,818)
Interest income, net	(135)		(17)
Income tax expense	—		526
Depreciation and amortization	1,082		904
EBITDA	$	(29,311)	$	(7,405)
Adjusted for:
Change in fair value of private placement warrant liability	(641)		(1,523)
Change in fair value of earnout liability	(6,420)		(3,241)
Gain on equity securities	—		(12,530)
Stock-based compensation	1,359		1,193
Regulatory and legal matters (1)	7,742		2,730
Adjusted EBITDA	$	(27,271)	$	(20,776)

(1)~~Executive transition charges include stock-based compensation costs of $13.4 million and salary expense of $0.5 million related to former CTO’s retirement.~~

~~(2)Transaction costs of $3.3 million attributable to the liability classified earnout shares and $0.1 million of write-off of debt issuance costs.~~

~~(3)~~Regulatory and legal matters include legal, advisory, and other professional service fees incurred in connection with the short-seller analyst article from September 2021, and investigations and litigation related thereto.

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Nine Months Ended
September 30, 2021
For the period
January 21, 2020
(Inception) –
September 30, 2020
Net income (loss) $ 15,746 $ (854)
Interest expense, net 5,249 20
Income tax expense (benefit) — —
Depreciation and amortization 671 99
EBITDA $ 21,666 $ (735)
Change in fair value of private placement warrant liability (7,614) —
Change in fair value of earnout liability (73,359) —
Stock-based compensation 15,644 —
Executive transition charges(1)
13,860 —
Business combination transaction expenses(2)
3,404 —
Regulatory and legal matters(3)
111 —
Adjusted EBITDA $ (26,288) $ (735)
Liquidity

~~(1)Executive transition charges include stock-based compensation costs~~The Company incurred net losses of ~~$13.4~~$30.3 million and ~~salary expense of $0.5~~$8.8 million ~~related to former CTO’s retirement.~~

~~(2)Transaction costs of $3.3~~for the three months ended March 31, 2023 and 2022, respectively. Net cash used in operating activities was $46.0 million ~~attributable to~~and $30.1 million for the ~~liability classified earnout shares~~three months ended March 31, 2023 and ~~$0.1 million of write-off of debt issuance costs.~~

~~Liquidity and Capital Resources~~

2022, respectively. As of ~~September 30, 2021,~~March 31, 2023, we had ~~$498.0~~$101.6 million in unrestricted cash and cash equivalents, $107.4 million in short-term investments, and positive working capital of ~~$510.8 million, and retained earnings of $2.8~~$231.5 million. ~~The Business Combination closed on July 16, 2021, generated proceeds of approximately $509.0 million of cash, net of transaction costs and redemptions.~~ We believe that our current cash balance, including cash equivalents and short term investments, will provide adequate liquidity during the 12-month period ~~following September 30, 2021.~~from the issuance date of these unaudited interim consolidated financial statements.

~~Our future~~As an early-stage growth company, the Company expects to continue to incur net losses in the near-term. The Company commenced its internal restructuring efforts in 2022, focusing on advancing its proprietary fuel cell technology, developing and commercializing a single HD FCEV commercial vehicle platform in each region, and leveraging third-party contracted manufacturers and assemblers where possible to streamline our operations and maximize cash and capital ~~requirements will depend on many factors, including, but not limited to,~~efficiency. Until the ~~rate of our growth, our ability to~~Company can generate sufficient revenue from ~~commercial vehicle~~product sales and ~~leases~~upfit services to cover operating expenses, working capital, and capital expenditures, ~~and additional cash resources due~~the Company will need to changed business conditions or other developments, including supply chain challenges, disruptions due to COVID-19, competitive pressures, and regulatory developments, among other developments. Further, we may enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies. As such, we may be required to seek additional equity and/or debt financing. To the extent that we raise additional ~~capital~~capital. The Company expects to fund cash needs through ~~the sale~~a combination of equity ~~or convertible~~and debt ~~securities,~~financing, strategic collaborations, and licensing arrangements. If the ~~ownership interest of~~Company cannot raise additional funds when needed, our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. If we are unable to maintain sufficient financial resources, our business, financial condition, business, prospects, and results of operations ~~may~~could be materially ~~and~~ adversely affected. In addition, the Company is subject to, and may become a party to, a variety of litigation, other claims, suits, indemnity demands, regulatory actions, and government investigations and inquiries in the ordinary course of business. The outcome of litigation and other legal proceedings, including the other claims described under Legal Proceedings in Note 12. Commitments and Contingencies, are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us. Specifically, the resolution of the SEC investigation or other regulatory proceedings could have a material impact on the Company’s liquidity and the Company's ability to continue as a going concern if a significant monetary payment is agreed and paid.

~~Debt~~These unaudited interim consolidated financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These unaudited interim consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this Quarterly Report on Form 10-Q, management believes that the Company’s existing financial resources will be sufficient to execute its operating priorities for the next 12 months following the issuance date of these unaudited interim consolidated financial statements. As of May 31, 2023, unrestricted cash, cash equivalents, and short-term investments were approximately $185 million.

Short-Term Liquidity Requirements

As of ~~September 30, 2021~~the date of this filing, we ~~have no debt. The Convertible Notes~~believe our available liquidity and ~~accrued interest were converted~~capital resources will be sufficient to ~~5,022,052 shares of common stock upon close of~~continue to execute our business strategy over at least the ~~Business Combination.~~next twelve-month period. Given the challenging capital market environment that exists today, the Company is actively assessing scenarios to further streamline operations and cash requirements including further integrating and centralizing global engineering, and supply chain and logistics to minimize the lag between inventory and truck delivery to customers (amongst other optimizations).

The main tenants of our re-focused business strategy includes:

~~Table~~•completing the development and commercial launch of ~~Contents~~our three focused FCEV HD truck platforms;

•completing customer trials of our FCEVs which we expect to lead to FCEV sales;

•delivering FCEVs to customers;

•expanding our contracted customer pipeline;

•commercializing our 200 kW single stack fuel cell system, and manufacturing facility in Bolingbrook, IL, USA;

•active management of our cost structure and balancing priorities, and;

•strategic hiring of critical personnel to deliver the above mentioned programs.

We have considered and assessed our ability to continue as a going concern for at least one year from the date of this filing. We have undertaken certain actions during the last two quarters of 2022 and the first five months of 2023 which we expect to further improve our cost structure, monthly cash burn rate, and strategic alignment along with our pathway to cash flow breakeven in the future:

•integrating our organization globally to drive efficiencies in all regions, including re-prioritization of hiring plans;

•eliminated research and development programs deemed not vital to fuel cell and vehicle platform commercialization in the near-term;

•reduced the number of vehicle platforms for development and deployment, focusing on three core vehicle platforms (one developed in each region where we operate with global deployment potential);

•halted commercial vehicle deliveries in China and restructured some of our China operations to align with our revised global strategic and execution priorities, which included a staff reduction of 17 employees;

•conducted divestitures to monetize non-core assets or contracts and acquired 100% ownership of Hyzon Motors Europe to drive further operational efficiencies in our European operation;

•identified improvements in our business model that we expect to further reduce the working capital requirements for our fuel cell system manufacturing and vehicle assembling business;

•pursuing a path to dissolve non-core legal entities or joint venture relationships.

We have identified additional cash management levers available to us, which we are prepared to implement if necessary to extend liquidity balanced against impact to the business execution plan.

However, actual results could vary materially and negatively as a result of a number of factors, including:

•our ability to manage the costs of manufacturing and servicing the FCEVs;

•revenue received from sales of our FCEVs and 200 kW single stack fuel cell systems;

•the costs of expanding and maintaining our fuel cell manufacturing facility and equipment;

•our warranty claims experience should actual warranty claims differ significantly from estimates;

•the scope, progress, results, costs, timing and outcomes of the commercial development of our FCEV customer pipeline and conversion to contracts and deliveries;

•the timing and the costs involved in bringing our vehicles and 200 kW single stack fuel cell systems to market;

•the costs of maintaining, expanding and protecting our intellectual property portfolio, including potential litigation costs and liabilities;

•the timely assembly of, delivery to customers, and performance of our FCEVs and 200 kW single stack fuel cell systems for purposes of revenue recognition and expanding contracted revenue pipeline with customers;

•the costs of additional general and administrative personnel, including accounting and finance, legal, and human resources, as well as costs related to litigation, investigations, or settlements;

•other risks discussedin our 2022 Annual Report filed on Form 10-K the section entitled "Risk Factors".

Long-Term Liquidity Requirements

Until we can generate sufficient revenue from product sales and upfit services to cover operating expenses, working capital and capital expenditures, we will need to fund cash needs through a combination of equity and debt financing, strategic

collaborations, and licensing arrangements. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities or borrowings could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or products, or grant licenses on terms that are not favorable to us. The credit market and financial services industry have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.

While we intend to raise additional capital in the future, if adequate funds are not available, we will need to reevaluate our expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects.

Cash Flows

The following table is summarized from our unaudited interim Consolidated Statements of Cash Flows (in thousands):


	Three Months Ended March 31,
	2023		2022
Net cash used in operating activities	$	(46,013)	$	(30,096)
Net cash provided by (used in) investing activities	86,348		(3,895)
Net cash used in financing activities	(200)		(3,389)

Cash Flows for ~~the nine~~Three Months Ended ~~September 30, 2021~~March 31, 2023 and ~~for the Period from January 21, 2020 (Inception) through September 30, 2020~~March 31, 2022

Cash Flows from Operating Activities

Net cash used in operating activities was ~~$52.2~~$46.0 million for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2023, as compared to ~~negligible cash provided~~$30.1 million for the ~~period from January 21, 2020 (Inception) through September 30, 2020.~~three months ended March 31, 2022. The cash flows used in operating activities for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2023 was primarily driven by net ~~income~~loss of ~~$15.7~~$30.3 million and ~~adjusted~~adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash gain adjustments primarily consisted of changes in estimated fair value of the private placement warrant liability of ~~$7.6~~$0.6 million, earnout liability of $6.4 million and ~~earnout liabilities~~accretion of ~~$73.4~~discount on available-for-sale debt securities of $0.7 million. These non-cash gain adjustments were partially offset by ~~$29.0~~$1.4 million of stock-based compensation expense, $1.1 million in depreciation and amortization and $0.3 million for the write-down of inventory. Changes in operating assets and liabilities were primarily driven by increases of $6.9 million in inventory balances, $1.2 million in accounts receivable, $2.3 million accounts payable, $1.1 million in contract liabilities, and decreases of $9.3 million in accrued liabilities, and $3.1 million in prepaid expenses and other current assets.

Net cash used in operating activities for the three months ended March 31, 2022 was primarily driven by a net loss of $8.8 million and adjusted for certain non-cash items and changes in operating assets and liabilities. Non-cash gain adjustments consisted of changes in estimated fair value of the private placement warrant liability of $1.5 million, earnout liability of $3.2 million, and equity securities of $12.5 million. These non-cash gain adjustments were partially offset by $1.2 million of stock-based compensation expense and ~~$0.7~~$0.9 million in depreciation and amortization. Changes in operating assets and liabilities were primarily driven by ~~$25.3~~$1.7 million increase in prepayments for vehicle inventory, production equipment, other supplier deposits and director and officer (“D&O&O”) insurance, ~~and $12.0~~an increase of $7.5 million in inventory ~~purchases. The cash flows provided by operating activities for the period from January 21, 2020 (Inception) through September 30, 2020 was driven by recording~~balances, an increase in accrued liabilities of $3.4 million, a ~~net loss~~decrease in contract liabilities of ~~$0.9~~$2.6 million ~~slightly outweighed by changes~~and a decrease in ~~operating assets and liabilities.~~accounts receivable of $2.2 million.

Cash Flows from Investing Activities

Net cash provided by investing activities was $86.3 million for the three months ended March 31, 2023, as compared to $3.9 million of cash used in investing activities ~~was $17.6 million~~ for the ~~nine~~three months ended ~~September 30, 2021, as compared to $0.1 million~~March 31, 2022. The cash flows provided by investing activities for the ~~period~~three months ended March 31, 2023 were primarily driven by $94.9 million of proceeds from ~~January 21, 2020 (Inception) through September 30, 2020.~~maturities of short-term investments, offset by $7.1 million cash paid to purchase short-term investments and $1.2 million cash paid for property and equipment. The cash flows used in investing activities for the ~~nine~~three months ended ~~September 30, 2021~~March 31,

2022 were primarily ~~due to $7.2~~driven by $3.6 million ~~in capital expenditures, as well as, $4.0 million in machinery~~cash paid for property and equipment ~~deposits to begin production of hydrogen fuel cell systems~~ and ~~assembly of hydrogen storage systems, and $4.9~~$0.3 million ~~investments~~paid in ~~equity securities of NRG and Raven SR. The $7.2 million in~~advance for capital expenditures were comprised of approximately $2.3 million related to acquiring a facility near Rochester, NY, $3.0 million in machinery equipment and $1.9 million in R&D assets. There were no similar purchases or investments in the period January 21, 2020 (Inception) through September 30, 2020.expenditures.

Cash Flows from Financing Activities

Net cash ~~provided by~~used in financing activities was ~~$554.2~~$0.2 million for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2023, as compared to ~~$0.6~~$3.4 million for the ~~period from January 21, 2020 (Inception) through September 30, 2020.~~three months ended March 31, 2022. The cash flows ~~provided by~~used in financing activities for the ~~nine~~three months ended ~~September 30, 2021 was due~~March 31, 2023 were driven primarily ~~to $509.0~~by $0.1 million ~~in proceeds from the Business Combination, net of transaction costs allocated to equity and redemption and $45.0 million in proceeds from issuance of convertible debt.~~payment towards finance lease liability. The cash flows ~~provided by~~used in financing activities for the ~~period from January 21, 2020 (Inception) through September 30, 2020 was due~~three months ended March 31, 2022 were driven primarily ~~to $0.5~~by a $3.1 million ~~in proceeds from issuance of convertible debt.~~payment towards the Horizon IP Agreement.

Contractual Obligations and Commitments

~~Hyzon’s contractual obligations and other commitments~~For the three months ended March 31, 2023, there were no material changes outside the ordinary course of business within the Contractual Obligations table as ~~of September 30, 2021, include payments totaling $10.0 million~~previously disclosed in our Annual Report filed on Form 10-K for the aggregate due in 2021 to JS Horizon and JS Powertrain, pursuant to the terms of the Horizon IP Agreement. Please see the section below entitled “Intellectual Property” for additional information concerning the Horizon IP Agreement. This liability is reported under Horizon license agreement payable on the Condensed Consolidated Balance Sheets as of September 30, 2021. Subsequent to September 30, 2021, $6.9 million was paid and the remainder is expected to be paid inyear ended December ~~2021.~~31, 2022.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

Critical Accounting Policies and Estimates

There have been no substantial changes to these estimates, or the policies related to them for the three months ended March 31, 2023. For a full discussion of these estimates and policies, see "Critical Accounting Policies and Estimates" in Item 7 of our Annual Report filed on Form 10-K for the year ended December 31, 2022.

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~~Critical Accounting Policies and Estimates~~

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s applications of accounting policies. Certain policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by management to determine appropriate assumptions to be used in certain estimates; as a result, they are subject to an inherent degree of uncertainty and are considered critical. Accordingly, we believe the following policies are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

~~Revenue~~

The Company accounts for revenue in accordance with ASC 606. Revenue is based on the amount of transaction price to which the Company is entitled, subject to the allocation of the transaction price to distinct performance obligations. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration for which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

When it determines it is not probable that it will collect all of the consideration to which it will be entitled under a customer contract, the Company concludes the contract existence criteria under ASC 606 are not met. In these cases, the Company recognizes revenue to the extent of consideration received provided the amounts are non-refundable, the Company has transferred control of the goods or services to which the consideration relates, the Company has stopped transferring goods or services, and there is no obligation to transfer additional services.

The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of the Company's arrangements are expected to be one year or less. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories has transferred to the customer as an expense in cost of revenue.

~~Product Sales~~

The Company enters into sales contracts with customers for the purchase of the Company’s products and services including fuel cell systems, FCEVs, parts, product support, and other related services. The Company considers order confirmations or purchase orders, which in some cases are governed by master vehicle supply agreements, to be contracts with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of product(s) or service to a customer. On standard vehicle sales contracts, revenues are recognized at a point in time when customers obtain control of the vehicle, which among other indicators, is generally when transfer of title and risks and rewards of ownership of goods have passed and when the Company has a present right to payment. Provisions for warranties are made at the time of sale. Sales, value-added, and other taxes collected concurrent with revenue producing activities are excluded from revenue.

Payment terms for sales of FCEVs to certain customers have included installment billing terms to fund the Company’s working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material.

In China, the Company has granted extended payment terms to customers, which resulted in the Company concluding collection of all of the consideration under the contract is not probable. As a result, the contract existence criteria is not met and revenue is recognized under the Alternative Method of Revenue Recognition, which may not be in the same period that control of the related goods is transferred to the customers. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods.

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~~Retrofit Services~~

The Company also enters into contracts with customers to retrofit ICE vehicles to FCEVs. In general, the customer controls any work in process arising from the Company’s performance; and the Company has in effect agreed to sell its rights to the work as it performs on a continuous basis. Revenue from these contracts is generally recognized over time utilizing an input method. Under the input method, the extent of progress towards completion is measured based on the ratio of normal costs incurred to date to the total estimated costs at completion of the performance obligation. Unexpected amounts of wasted materials, labor or other resources are excluded from the cost-to-cost measure of progress. The Company believes that this method is the most accurate representation of the Company's performance, because it directly measures the value of the services transferred to the customer over time as the Company incurs costs on its contracts. Contract costs include all direct materials, labor, and indirect costs related to contract performance, which may include indirect labor, supplies, tools, repairs and depreciation costs. The amount of revenue recognized for these contracts in a period is dependent on our ability to estimate total contract costs. The Company continually evaluates its estimates of total contract costs based on available information and experience.

~~Share-based Compensation~~

We measure and recognize compensation expense for all stock options and restricted stock awards based on the estimated fair value of the award on the grant date. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. If vesting is subject to a market or performance condition, recognition is based on the derived service period of the award. Expense for awards with performance conditions is estimated and adjusted based upon the assessment of the probability that the performance condition will be met.

We use the Black-Scholes option pricing model to estimate the fair value of stock option awards with service and/or performance conditions. The Black-Scholes option pricing model requires management to make a number of assumptions, including the expected life of the option, the volatility of the underlying stock, the risk-free interest rate and expected dividends. The assumptions used in our Black-Scholes option-pricing model represent our best estimates at the time of grant. These estimates involve a number of variables, uncertainties and assumptions and the application of our judgment, as they are inherently subjective. If any assumptions change, our stock-based compensation expense could be materially different in the future.

~~These assumptions are estimated as follows:~~

•~~Fair Value of Common Stock.~~ The grant date fair value of our common stock utilized in the calculation of share-based compensation was determined using valuation methodologies which utilize certain assumptions, including observations of comparable equity values and transactions, probability weighting of events, time to liquidation, a risk-adjusted interest rate, and assumptions regarding our projected future cash flows and growth potential.

•~~Expected Term.~~ ~~The expected term represents the period that our stock options are expected to be outstanding.~~

•~~Expected Volatility.~~ We determine the price volatility factor based on the historical volatilities of our publicly traded peer group as Hyzon does not have a long trading history for our common stock. Industry peers consist of several public companies in the automotive and energy storage industry that are similar to Hyzon in size, stage of life cycle, and financial leverage.

•~~Risk-Free Interest Rate.~~ ~~The risk-free interest rate was based on U.S. Treasury zero-coupon securities with maturities consistent with the estimated expected term.~~

•~~Expected Dividend Yield.~~ ~~We have not paid dividends on our common stock nor do we expect to pay dividends in the foreseeable future.~~

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~~Warrant Liabilities~~

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

We account for the Public Warrants as equity and account for the Private Placement Warrants, in connection with the Business Combination, as liabilities. In accordance with ASC 815, the Private Placement Warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the Private Placement Warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at inception and remeasured at each reporting date.

We, with the assistance of third-party valuations, utilize the binominal lattice valuation model (“BLM”) to estimate the fair value of Private Placement Warrants at each reporting date. The application of the BLM utilizes significant unobservable assumptions, including volatility. Significant judgment is required in determining the expected volatility of our common stock.

~~Earnout Liability~~

The earnout shares with Legacy Hyzon’s common stockholders are accounted for as a liability. In accordance with ASC 815, the earnout shares with Legacy Hyzon common stockholders do not meet the criteria for equity classification and must be recorded as liabilities. Pursuant to ASC 805 initial measurement of these earnout shares are measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. As these earnout shares meet the definition of a derivative as contemplated in ASC 815, they are remeasured at each reporting date. Changes in fair value are recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

~~The earnout shares to other holders of outstanding equity awards are accounted for in accordance with ASC 718,~~ ~~Stock Compensation~~, as they relate to stock-based compensation awards issued in exchange for service provided or to be provided to the Company. We recognized the earnout shares to other equity holders as separate and incremental awards from other equity holders’ underlying stock-based compensation awards. Upon the close of the Business Combination, we became contingently obligated to issue earnout shares if the vesting conditions were met. However, for unvested equity awards and where grant date was not established, we did not recognize any expense.

We, with the assistance of third-party valuations, utilize the Monte-Carlo valuation model to estimate the fair value of earnout shares at each reporting date. The application of the Monte-Carlo pricing model utilizes significant unobservable assumptions, including volatility. Significant judgment is required in determining the expected volatility of our common stock. Monte Carlo analysis simulates the future path of the Company’s stock price over the earnout period. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value.

~~Equity Valuations~~

For all periods prior to the consummation of the Business Combination, there was not a market for our equity. Accordingly, valuations of our equity instruments require the application of significant estimates, assumptions, and judgments. These valuations impact share-based compensation reported in our condensed consolidated financial statements. The following discussion provides additional details regarding the significant estimates, assumptions, and judgments that impact the determination of the fair values of share-based compensation awards and the common stock that comprises our capital structure. The following discussion also explains why these estimates, assumptions, and judgments could be subject to uncertainties and future variability.

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~~Common Stock Valuations~~

We use valuations of our common stock for various purposes, including, but not limited to, the determination of the exercise price of stock options and inclusion in the Black-Scholes option pricing model. As a privately held company, the lack of an active public market for our common stock requires our management and board of directors to exercise reasonable judgment and consider a number of factors in order to make the best estimate of fair value of our equity. As our capital structure consists of a single class of equity, Hyzon, with the assistance of a third-party valuation specialist, estimates the fair value of our total equity value using a combination of the comparable sales method (a market approach) and the excess earnings method (an income approach). Estimating our total equity value requires the application of significant judgment and assumptions. Factors considered in connection with estimating these values include:

•~~Recent arms-length transactions involving the sale or transfer of our common stock;~~

•~~Our historical financial results and future financial projections;~~

•~~The market value of equity interests in substantially similar businesses, which equity interests can be valued through nondiscretionary, objective means;~~

•~~The lack of marketability of our common stock;~~

•~~The likelihood of achieving a liquidity event, such as the business combination, given prevailing market conditions;~~

•~~Industry outlook; and~~

•~~General economic outlook, including economic growth, inflation and unemployment, interest rate environment and global economic trends.~~

The fair value ultimately assigned to our common stock may take into account any number or combination of the various factors described above, based upon their applicability at the time of measurement. Determination of the fair value of our common stock also may involve the application of multiple valuation methodologies and approaches, with varying weighting applied to each methodology as of the grant date. Application of these approaches involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, and future cash flows; discount rates; market multiples; the selection of comparable companies; and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock.

As of November 12, 2020, the estimated fair value of our common stock was $2.00 per share. In making this determination, we relied upon the previous Round A equity financing, which closed on November 12, 2020 as being the only reliable indication of fair value of our common stock before (and including) December 1, 2020. The price of the Round A capital raise was $2.00 per share of our common stock.

The estimated fair value of our common stock was $4.45 per share as of December 31, 2020. The increase in fair value was primarily due to our making progress and taking necessary steps to prepare for the Business Combination. The necessary steps undertaken to prepare for the Business Combination included meeting with DCRB and financial advisors, discussing timing expectations, negotiating a non-binding letter of intent and signing a binding exclusivity agreement between DCRB and Hyzon. As our ongoing negotiations related to the Business Combination reflected an increased likelihood of a near-term exit transaction and/or liquidity event, the valuation of our equity as of December 31, 2020 took into consideration the indicated equity value implied by the negotiations. While the December 31, 2020 valuation incorporated indicated equity values based upon traditional income and market approaches, consisting of the excess earnings method and comparable sales method. the valuation also incorporated the equity value implied by the business combination. Accordingly, the valuation applied the probability-weighted expected return method (PWERM) to weight the indicated equity value determined under the traditional income and market approaches and the equity value implied by our expected business combination with DCRB. Due to the proximity in time and observability, management placed the most significant weighting on the value as implied by the comparable sales method.

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The estimated fair value of our common stock was $9.90 per share as of June 30, 2021. The increase in fair value from December 31, 2020 to June 30, 2021 was primarily due to Hyzon executing a non-binding letter of intent with DCRB in January 2021 and signing a Business Combination Agreement with DCRB as well as issuing a convertible note payable in the amount of $45 million in February 2021. In addition, Hyzon made progress in procuring new orders from customers during the six months ended June 30, 2021.

As of June 30, 2021, the estimated fair value of our common stock was $9.90 per share, which equates to an implied equity value of $1.0 billion. The primary difference between the fair value derived on June 30, 2021 and the fair value implied by the Business Combination is that the fair value implied by the Business Combination is based only upon a scenario in which the parties complete the Business Combination and is not probability weighted, in contrast to the June 30, 2021 valuation, which considered multiple potential outcomes, some of which would have resulted in a lower value of our common stock than its implied transaction value.

Following the Business Combination with DCRB, it is no longer necessary for our management and its board of directors to estimate the fair value of our common stock, as the Class A common stock is traded in the public market.

Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Hyzon elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Hyzon, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time Hyzon is no longer considered to be an emerging growth company. At times, Hyzon may elect to early adopt a new or revised standard.

In addition, Hyzon intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, Hyzon intends to rely on such exemptions, Hyzon is not required to, among other things: (a) provide an auditor’s attestation report on Hyzon’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

Hyzon will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Hyzon’s first fiscal year following the fifth anniversary of the closing of DCRB’s initial public offering, (b) the last date of Hyzon’s fiscal year in which Hyzon has total annual gross revenue of at least ~~$1.07~~$1.235 billion, (c) the date on which Hyzon is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Hyzon has issued more than $1.0 billion in non-convertible debt securities during the previous three years.

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Material Transactions with Related Parties

Horizon IP Agreement

In January 2021, ~~Hyzon~~the Company entered into ~~the~~an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon ~~IP Agreement with JS Horizon, part~~New Energy Ltd. (together, “JS Horizon”) both of which are subsidiaries of the ~~Horizon group of Companies, and in~~Company’s ultimate parent, Horizon. In September 2021, Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS ~~Powertrain~~Powertrain”) was an added party to the agreement. Pursuant to the agreement the parties convey to each other certain rights in intellectual property relating to Hyzon’s core fuel cell and mobility product technologies, under which Hyzon ~~will~~was to pay JS Horizon and JS Powertrain a total fixed payment of $10.0 million. The full $10.0 million ~~in 2021. Subsequent to September 30, 2021,~~has been paid, $6.9 million was paid in 2021 and the ~~remainder is expected to be~~remaining $3.1 million was paid in February 2022.

Hyzon, JS Horizon and JS Powertrain have begun discussions to amend the IP Agreement.

Related Party Payables and Receivables

Horizon Fuel Cell Technologies and Related Subsidiaries

The Company made deposit payments to Horizon and its subsidiaries to secure fuel cell components. As of March 31, 2023, the remaining deposit balance was $5.6 million and included within Prepaid expenses and other current assets in the unaudited interim Consolidated Balance Sheets.

Certain employees of Horizon and its subsidiaries provide research and development, staff training, and administrative services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of approximately $0.3 million in the Company’s unaudited interim Consolidated Statements of Operations and Comprehensive Loss related to such services for the three months ended March 31, 2022. There were no such activities for the three months ended March 31, 2023.

The related party receivable, net from Horizon and its subsidiaries is $6.2 million and $6.1 million as of March 31, 2023 and December ~~2021.~~31, 2022, respectively. The related party receivable, net primarily relates to the divestiture of Hyzon Motors Technology (Guangdong) Co., Ltd. (“Hyzon Guangdong”), which was subsequently renamed to Guangdong Qingyun Technology Co. Ltd. (“Guangdong Qingyun”). In April 2023, the Company received $6.4 million to settle the related party receivable associated with the divestiture of Hyzon Guangdong.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

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~~Horizon Supply Agreement~~

In January 2021, Hyzon entered into a supply agreement with Jiangsu Horizon New Energy Technologies Co. Ltd, a wholly owned subsidiary of Horizon, to supply certain fuel cell components. During the three months ended March 31, 2021, the Company made a deposit payment to Horizon in the amount of $5.0 million for long lead time components. This payment is included in prepaid expenses as none of the components have yet been received as of September 30, 2021.

~~Holthausen and Affiliates~~

~~In July 2021, Hyzon Europe assumed certain retrofit service contracts from Holthausen Clean Technology B.V. The Company incurred $0.1 million to acquire these contracts.~~

~~As of September 30, 2021, the Company has a net related party payable in the amount of $0.8 million due to Holthausen.~~

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The term disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Interim Chief Financial Officer to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all instances of fraud due to inherent limitation of internal controls. Because of these inherent limitations there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Our Chief Executive Officer ~~has~~and Interim Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of ~~September 30, 2021.~~March 31, 2023. Based on such evaluation, our Chief Executive Officer ~~has~~and Interim Chief Financial Officer have concluded that as of ~~September 30, 2021~~March 31, 2023 our disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting described below.

In light of the material weaknesses described below, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the ineffectiveness of our disclosure controls and procedures as well as material weaknesses in our internal control over financial reporting as of ~~September 30, 2021,~~March 31, 2023, the ~~condensed~~unaudited interim consolidated financial statements for the periods covered by and included in this Form ~~10-Q/A~~10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in conformity with U.S. GAAP.

(b) Material Weaknesses in Internal Control over Financial Reporting

While preparing the Company’s ~~condensed~~unaudited interim consolidated financial statements, our management ~~identified~~concluded that the following material weaknesses in internal control over financial ~~reporting:~~reporting disclosed in our Annual Report filed on Form 10-K for the year ended December 31, 2022 are not fully remediated:

•The Company did not demonstrate a commitment to attract, develop, and retain competent individuals in alignment with objectives and accordingly did not have sufficient qualified resources.

•The Company did not have an effective risk assessment process that successfully identified and assessed risks of material misstatement to ensure controls were designed and implemented to respond to those risks.

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•The Company did not have an effective internal information and communication process to ensure that relevant and reliable information was communicated on a timely basis across the organization, to enable financial personnel to effectively carry out their financial reporting and internal control roles and responsibilities.

•The Company did not sufficiently establish structures, reporting lines and appropriate authorities and responsibilities in the pursuit of objectives.

As a consequence, the Company did not effectively design, implement and operate process-level control activities related to revenue recognition, complex accounting transactions, and the financial close process to mitigate risks to an acceptable level.

Those control deficiencies resulted in material misstatements that were identified and corrected in the condensed consolidated financial statements as of and for the periods ended September 30, 2021 primarily affecting revenue, cost of revenue, inventory, contract liabilities, and selling, general, and administrative expenses, as further described in Note 2. Restatement of Previously Issued Financial Statements to the condensed consolidated financial statements. Because there is a reasonable possibility that material ~~misstatement~~misstatements of the ~~condensed~~unaudited interim consolidated financial statements will not be prevented or detected on a timely basis, we concluded that these deficiencies represent material weaknesses in our internal control over financial reporting and that our internal control over financial reporting was not effective as of ~~September 30, 2021.~~March 31, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. These deficiencies could result in misstatements to our financial statements that would be material and would not be prevented or detected on a timely basis.

With oversight from the Audit Committee and input from the Board of Directors, management has begun designing and implementing changes in processes and controls to remediate the material weaknesses described above. Management and the Board of Directors, including the Audit Committee, are working to remediate the material weaknesses identified herein. While the Company expects to take other remedial actions, actions taken to date include:

•appointed a new Chief Executive Officer and Interim Chief Financial Officer and created a new ~~role~~roles of President of International ~~Operations;~~Operations, President of North America, Chief Operating Officer, and Chief Human Resource Officer.

•hired additional finance and accounting personnel over time to augment our accounting staff, including third-party resources with the appropriate technical accounting expertise;

•engaged with external consultants with public company and technical accounting experience to facilitate accurate and timely accounting closes and to accurately prepare and review the consolidated financial statements and related footnote disclosures;

•~~enhanced existing~~established a Disclosure Committee and implemented controls and procedures for the disclosure of Company data and information, as well as roles and responsibilities ~~through a~~for formal review and sign off process; and

•implemented a formal regional general manager consolidated financial statement review and certification process for each SEC filing.

In addition to the remedial actions taken to date, the Company is taking, or plans to take, the following actions to remediate the material weaknesses identified herein:

•designing and implementing a comprehensive and continuous risk assessment process to identify and assess risks of material misstatements and to ensure that the impacted financial reporting processes and related internal controls are properly designed, maintained, and documented to respond to those risks in our financial reporting;

•further developing and implementing formal policies, processes and documentation procedures relating to financial reporting, including revenue recognition and other complex accounting matters, and consulting with independent accounting experts and advisors;

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•formalizing the design of the processes and controls related to sales of our products and services, as well as vendor contracting, fuel cell acceptance, transfer of control of our products to customers, tracking our vehicles' post-sale performance, and archiving documentation in a central system; and

•completing ethics training globally and in addition, providing general public company periodic training for Company personnel, including on potential topics such as the responsibilities of a public company, the core values of the Company’s accounting and finance function, and best practices to implement those values.

As we work to improve our internal control over financial reporting, we will report regularly to the Company’s Audit Committee on the progress and results of the remediation plan, including the identification, status, and resolution of internal control deficiencies. We may modify our remediation plan and may implement additional measures as we continue to review, optimize and enhance our financial reporting controls and procedures in the ordinary course. We will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. If we are unable to successfully remediate the material ~~weakness,~~weaknesses, or if in the future, we identify further material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated.

(d) Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~September 30, 2021,~~March 31, 2023, that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under Note 12. Commitment and Contingencies, to our unaudited interim consolidated financial statements of this Quarterly Report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments.

Item 1A. Risk Factors

~~As a result of~~In addition to the ~~closing of~~other information discussed in this report, please consider the ~~Business Combination on July 16, 2021, the risk~~ factors ~~previously disclosed~~described in Part I, Item ~~1A of~~1A. “Risk Factors” in our Annual Report filed on Form ~~10-K/A~~10-K for the ~~fiscal~~ year ended December 31, ~~2020, no longer apply. For~~2022 that could materially affect our business, financial condition or future results. There have not been any material changes to the risk factors ~~relating to our business following the Business Combination, please refer to the section entitled “Risk Factors~~”described in our ~~Definitive Proxy Statement (file No. 001-39632) filed with~~2022 Form 10-K, but these are not the ~~SEC on June 21, 2021.~~only risks facing our Company. Additional ~~risk factors~~risks and uncertainties not ~~presently~~currently known to us or that we currently deem to be immaterial ~~may~~ also ~~impair our business or results of operations. Other than as set forth below, there have been no material changes to the risk factors disclosed in our Definitive Proxy Statement.~~

~~We face risks and uncertainties related to litigation, regulatory actions and government investigations and inquiries.~~

~~We are subject to, and~~ may become a party to, a variety of litigation, other claims, suits, regulatory actions and government investigations and inquiries. For example, two related putative securities class action lawsuits were filed against the Company, certain of its current officers and directors and certain officers and directors of DCRB between September 30, 2021, and October 13, 2021, in the U.S. District Court for the Western District of New York (~~Kauffmann v. Hyzon Motors Inc., et al. (No. 6:21-cv-06612-CJS); and~~ ~~Brennan v. Hyzon Motors Inc~~., et al. (No. 6:21-cv-06636-CJS)) asserting violations of federal securities laws. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the nature of its customer contracts, vehicle orders and sales and earnings projections, based on allegations in a report released on September 28, 2021 by Blue Orca Capital, an investment firm that indicated that it held a short position in our stock and made numerous allegations about the Company. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. We have incurred and may further incur substantial expenses as a result of regulatory and legal matters related to the Blue Orca Capital report and other similar research reports.

The outcome of litigation and other legal proceedings, including the other claims described under Legal Proceedings in Note 12. Commitments and Contingencies, to the condensed consolidated financial statements included elsewhere in this Current Report on Form 10-Q and incorporated by reference herein, are inherently uncertain and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or obtain adequate insurance in the future. The litigation and other legal proceedings described under Note 12 are subject to future developments and management’s view of these matters may change in the future.

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~~We have identified material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of our condensed~~consolidated financial statements, affect our ability to record, process, and report financial information accurately, impair our ability to prepare financial statements, negatively affect our relationships with suppliers and customers, negatively affect investor confidence, cause reputational harm, and have other adverse consequences. Additionally, failure to timely implement and maintain adequate financial, information technology and management processes, controls and procedures could result in further material weaknesses which could lead to errors in our financial reporting and adversely affect our ~~business.~~

We are subject to the SEC’s internal control over financial reporting requirements and may become subject to the auditor attestation requirements as of the end of the 2022 fiscal year. Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business, combination with one or more operating businesses. As a result, previously existing internal controls are no longer applicable or comprehensive enough as of September 30, 2021, as our operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination. The design of internal control over financial reporting for our business post-Business Combination has required and will continue to require significant time and resources from management and other personnel.

Effective internal controls are necessary for us to provide reliable and accurate financial reporting and financial statements for external purposes in accordance with generally accepted accounting principles. A failure to maintain effective internal control processes could lead to violations, unintentional or otherwise, of laws and regulations. As disclosed in the Explanatory Note and Part I, Item 4 “Controls and Procedures,” the Company has determined that there were material weaknesses in its internal control over financial reporting at the time of the preparation of its financial statements for the period ended September 30, 2021. As a result, the Company concluded that its internal control over financial reporting continued to be ineffective as of September 30, 2021. The Company is implementing remedial measures to address the material weaknesses and, while there can be no assurance that the efforts will be successful, the Company plans to remediate the material weaknesses as expeditiously as possible. If the Company is unable to remediate the material weaknesses, or is otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, its ability to record, process, and report financial information accurately, and to prepare financial statements within required time periods, is expected to be adversely affected. Litigation, government investigations, or regulatory enforcement actions arising out of such failure or alleged failure to comply with applicable laws and regulations could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition ~~and operating results. The material weaknesses, remediation efforts, and any related litigation~~ or regulatory inquiries will require management attention and resources, and could result in unanticipated cost which could negatively affect our relationships with suppliers and customers, and may also negatively affect investor confidence in the Company’s financial statements, cause it reputational harm, and raise other risks to its operations. In addition, the costs and other effects of defending litigation or addressing regulatory enforcement actions against us may be difficult to determine and could adversely affect our financial condition and operating results.

~~Our restatement~~

Item 2.Unregistered Sales of ~~certain~~Equity Securities and Use of ~~our previously issued financial statements may impose unanticipated costs, affect investor confidence, and cause reputational harm.~~

As discussed in the Explanatory Note and Part I, Item 1 Financial Statements Note 2. Restatement of Previously Issued Financial Statements to the condensed consolidated financial statements, this Form 10-Q/A amends the Original Filing to correct (1) the errors related to the recognition of revenue and associated balances for China FCEV transactions, and errors related to the recognition of revenue and associated balances for European FCEV transactions; and (2) the Evaluation of Disclosure Controls and Procedures included under Item 4. As a result, the Company has incurred, and may continue to incur, unanticipated costs in connection with or related to the Special Committee investigation and the Restatement, as well as any litigation or regulatory inquiries that may result and have resulted therefrom. In addition, the investigation, the Restatement, and related media coverage may negatively affect our relationships with suppliers and customers and may also negatively affect investor confidence in the accuracy of the Company’s financial disclosures and cause it reputational harm.

Proceeds

There were no sales of equity securities for the three months ended March 31, 2023 that were not registered under the Securities Act.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

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Item 6. Exhibits


Exhibit Number						Description

3.1						Second Amended and Restated Certificate of Incorporation of Hyzon (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)

3.2						Amended and Restated Bylaws of Hyzon (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)

~~4.1~~10.1**						~~Ardour Warrant~~Technology Development Agreement, ~~dated~~effective as of July 16, 2021, by and between DCRB and Continental Stock Transfer & Trust Company incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021.

~~10.1~~						Amended and Restated Registration Rights Agreement, dated as of July 16, 2021, by and among Hyzon and certain securityholders of Hyzon named therein and certain equity holders of Legacy Hyzon named therein (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)

~~10.2#~~						~~Hyzon 2021 Equity and Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)~~

~~10.3#~~						~~Employment Agreement, dated as of July 9, 2021,~~February 24, 2023, between Hyzon Motors USA Inc. and ~~Craig Knight (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)~~

~~10.4#~~						Employment Agreement, dated as of July 9, 2021, between Hyzon and George Gu (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)

~~10.5#~~						~~Employment Agreement, dated as of August 5, 2021, between Hyzon and Mark Gordon~~Hyliion Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on ~~August 6, 2021)~~March 1, 2023).

~~10.6#~~10.2#						Employment Agreement, dated August 21, 2021, together with Letter Agreement, signed March 16, 2023, by and between Hyzon and ~~Gary Robb~~JiaJia Wu (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023).

10.3#						Employment Agreement, dated September ~~2, 2021)~~18, 2021, together with Letter Agreement, signed March 3, 2023, by and between Hyzon and Pat Griffin (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023).

31.1						Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2						Certification of Interim Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1*						Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350

32.2*						Certification of Interim Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350

101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL ~~document.~~document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_________________________

* This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange ~~Act~~Act.

** Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be supplementally provided to the SEC upon request.

# Indicates management contract or compensatory arrangement.

5230

Table of Contents

~~SIGNATURE~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Hyzon Motors Inc.

Date: ~~March 14,~~June 7, 2023	By:	/s/ Parker Meeks
	Name:	Parker Meeks
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: June 7, 2023	By:	/s/ Jiajia Wu
	Name:	Jiajia Wu
	Title:	Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

5331


Delaware	001-39632	82-2726724
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


475 Quaker Meeting House Road Honeoye Falls, NY			14472
(Address of principal executive offices)			(Zip Code)


	September 30, 2021		December 31, 2020
	(As Restated)
ASSETS
Current assets
Cash	$	498,014	$	17,139
Accounts receivable	5,991		—
Inventory	12,691		—
Prepaid expenses and other current assets	24,695		848
Total current assets	541,391		17,987
Property, plant, and equipment, net	8,878		418
Right-of-use assets	7,962		1,656
Deferred merger transaction costs	—		732
Restricted cash and other assets	7,755		212
Total Assets	$	565,986	$	21,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,851	$	215
Accrued professional fees	1,003		900
Other accrued expenses	3,205		162
Related party payables	4,554		560
Horizon IP agreement payable	10,000		—
Contract liabilities	7,846		2,608
Current portion of lease liabilities	1,164		618
Total current liabilities	30,623		5,063
Long term liabilities
Lease liabilities	7,111		1,181
Private placement warrant liability	11,781		—
Earnout liability	115,014		—
Other liabilities	316		—
Total liabilities	$	164,845	$	6,244
Commitments and contingencies (Note 12)
Stockholders’ Equity
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.	25		17
Additional paid-in capital	400,021		29,122
Retained earnings (accumulated deficit)	2,782		(14,271)
Accumulated other comprehensive loss	(327)		(16)
Total Hyzon Motors Inc. stockholders’ equity	402,501		14,852
Noncontrolling interest	(1,360)		(91)
Total Stockholders’ Equity	401,141		14,761
Total Liabilities and Stockholders’ Equity	$	565,986	$	21,005


	March 31, 2023		December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	101,623	$	60,554
Short-term investments	107,392		194,775
Accounts receivable	1,292		29
Related party receivable	6,995		6,578
Inventory	42,126		35,553
Prepaid expenses and other current assets	12,461		15,365
Total current assets	271,889		312,854
Property, plant, and equipment, net	22,580		22,420
Right-of-use assets	8,943		9,181
Investments in equity securities	15,030		15,030
Other assets	13,332		15,411
Total Assets	$	331,774	$	374,896
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	16,043	$	13,798
Accrued liabilities	16,290		25,587
Related party payables	780		433
Contract liabilities	5,248		3,919
Current portion of lease liabilities	2,055		2,132
Total current liabilities	40,416		45,869
Long term liabilities
Lease liabilities	7,177		7,492
Private placement warrant liability	481		1,122
Earnout liability	4,507		10,927
Deferred income taxes	526		526
Other liabilities	1,666		1,901
Total Liabilities	$	54,773	$	67,837
Commitments and contingencies (Note 12)
Stockholders’ Equity
Common stock, $0.0001 par value; 400,000,000 shares authorized, 244,561,071 and 244,509,208 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively.	25		25
Treasury stock, at cost; 3,769,592 shares as of March 31, 2023 and December 31, 2022, respectively.	(6,446)		(6,446)
Additional paid-in capital	374,243		372,942
Accumulated deficit	(88,846)		(58,598)
Accumulated other comprehensive loss	(1,247)		(153)
Total Hyzon Motors Inc. stockholders’ equity	277,729		307,770
Noncontrolling interest	(728)		(711)
Total Stockholders’ Equity	277,001		307,059
Total Liabilities and Stockholders’ Equity	$	331,774	$	374,896


	Three Months Ended March 31,
	2023		2022
Cash Flows from Operating Activities:
Net loss	$	(30,258)	$	(8,818)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,082		904
Stock-based compensation	1,359		1,193
Deferred income tax expense	—		526

Fair value adjustment of private placement warrant liability	(641)		(1,523)
Fair value adjustment of earnout liability	(6,420)		(3,241)
Fair value adjustment of value in equity securities	—		(12,530)
Accretion of discount on available-for-sale debt securities	(722)		—
Write down of inventory	317		—
Loss on equity method investment	7		—
Changes in operating assets and liabilities:
Accounts receivable	(1,232)		2,164
Inventory	(6,863)		(7,494)
Prepaid expenses and other current assets	3,135		(1,749)
Other assets	299		(68)
Accounts payable	2,254		(180)
Accrued liabilities	(9,319)		3,404
Related party payables, net	(65)		(56)
Contract liabilities	1,066		(2,637)
Other liabilities	(12)		9
Net cash used in operating activities	(46,013)		(30,096)
Cash Flows from Investing Activities:
Purchases of property and equipment	(1,242)		(3,575)
Advanced payments for capital expenditures	(219)		(320)
Purchases of short-term investments	(7,096)		—
Proceeds from maturities of short-term investments	94,905		—

Net cash provided by (used in) investing activities	86,348		(3,895)
Cash Flows from Financing Activities:
Exercise of stock options	—		34
Payment of finance lease liability	(142)		(86)


Net share settlement of equity awards	(58)		(160)
Payment for purchase of Horizon IP	—		(3,146)
Repurchase of warrants	—		(31)
Net cash used in financing activities	(200)		(3,389)
Effect of exchange rate changes on cash	(833)		216
Net change in cash, cash equivalents, and restricted cash	39,302		(37,164)
Cash, cash equivalents, and restricted cash — Beginning	66,790		449,365
Cash, cash equivalents, and restricted cash — Ending	$	106,092	$	412,201


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements(unaudited)	64

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3320

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	4828

PART II – OTHER INFORMATION		5029

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	5029

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	~~Exhibits.~~Exhibits	5230

SIGNATURES		5331


	Common Stock Class A		Treasury Stock			Additional Paid-in Capital			Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Hyzon Motors Inc. Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount		Shares			Amount














Balance as of December 31, 2022		244,509,208	$	25	3,769,592	$	(6,446)		$	372,942	$	(58,598)	$	(153)	$	307,770	$	(711)	$	307,059
Stock-based compensation		—	—		—	—			1,359		—		—		1,359		—		1,359
Vesting of RSUs		51,863	—		—	—			—		—		—		—		—		—
Net share settlement of equity awards		—	—		—	—			(58)		—		—		(58)		—		(58)
Available-for-sale short-term investments:
Unrealized net gain on short-term investments		—	—		—	—			—		—		462		462		—		462
Reclassification to net loss		—	—		—	—			—		—		(759)		(759)		—		(759)
Net loss attributable to Hyzon		—	—		—	—			—		(30,248)		—		(30,248)		—		(30,248)
Net loss attributable to noncontrolling interest		—	—		—	—			—		—		—		—		(10)		(10)
Foreign currency translation loss		—	—		—	—			—		—		(797)		(797)		(7)		(804)
Balance as of March 31, 2023		244,561,071	$	25	3,769,592	$	(6,446)		$	374,243	$	(88,846)	$	(1,247)	$	277,729	$	(728)	$	277,001


	Three Months Ended September 30,				Nine Months Ended September 30, 2021		For the period January 21, 2020 (Inception) – September 30, 2020
	2021		2020
	(As Restated)				(As Restated)
Revenue	$	89	$	—	$	89	$	—
Operating expense:
Cost of revenue	204		—		204		—
Research and development	3,982		104		8,081		163
Selling, general and administrative	42,661		436		51,607		670
Total operating expenses	46,847		540		59,892		833
Loss from operations	(46,758)		(540)		(59,803)		(833)
Other income (expense):
Change in fair value of private placement warrant liability	7,614		—		7,614		—
Change in fair value of earnout liability	73,359		—		73,359		—
Foreign currency exchange loss and other expense	(116)		(1)		(175)		(1)
Interest expense, net	(254)		(15)		(5,249)		(20)
Total other income (expense)	80,603		(16)		75,549		(21)
Net income (loss)	$	33,845	$	(556)	$	15,746	$	(854)
Net loss attributable to noncontrolling interest	(776)		—		(1,307)		—
Net income (loss) attributable to Hyzon	$	34,621	$	(556)	$	17,053	$	(854)
Comprehensive income (loss):
Net income (loss)	$	33,845	$	(556)	$	15,746	$	(854)
Foreign currency translation adjustment	(187)		—		(273)		—
Comprehensive income (loss)	$	33,658	$	(556)	$	15,473	$	(854)
Comprehensive loss attributable to noncontrolling interest	(749)		—		(1,269)		—
Comprehensive income (loss) attributable to Hyzon	$	34,407	$	(556)	$	16,742	$	(854)
Net income (loss) per share attributable to Hyzon:
Basic	$	0.15	$	—	$	0.09	$	(0.01)
Diluted	$	0.14	$	—	$	0.08	$	(0.01)
Weighted average common shares outstanding:
Basic	234,091		148,405		189,101		148,405
Diluted	246,480		148,405		200,984		148,405


	Legacy Common Stock			Common Stock Class A			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Hyzon Motors Inc. stockholders’ Equity (Deficit)		Noncontrolling Interest		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2020	93,750,000	$	94	—	$	—	$	29,045	$	(14,271)	$	(16)	$	14,852	$	(91)	$	14,761
Retroactive application of recapitalization	(93,750,000)	(94)		166,125,000	$	17	77		—		—		—		—		—
Adjusted balance, beginning of period	—	—		166,125,000	17		29,122		(14,271)		(16)		14,852		(91)		14,761
Exercise of stock options	—	—		132,900	—		190		—		—		190		—		190
Stock-based compensation	—	—		—	—		816		—		—		816		—		816
IP transaction – deemed distribution	—	—		—	—		(10,000)		—		—		(10,000)		—		(10,000)
Net loss attributable to Hyzon	—	—		—	—		—		(17,568)		—		(17,568)		—		(17,568)
Net loss attributable to noncontrolling interest	—	—		—	—		—		—		—		—		(531)		(531)
Foreign currency translation loss	—	—		—	—		—		—		(79)		(79)		11		(68)
Balance as of June 30, 2021	—	—		166,257,900	17		20,128		(31,839)		(95)		(11,789)		(611)		(12,400)
Reverse recapitalization transaction, net (Note 4)	—	—		73,502,303	7		351,498		—		—		351,505		—		351,505
Issuance of common stock	—	—		7,234,006	1		(1)		—		—		—		—		—
Vesting of RSUs	—	—		284,796	—		—		—		—		—		—		—
Exercise of stock options	—	—		221,500	—		250		—		—		250		—		250
Stock-based compensation	—	—		—	—		28,146		—		—		28,146		—		28,146
Net income (loss) attributable to Hyzon	—	—		—	—		—		34,621		—		34,621		—		34,621
Net loss attributable to noncontrolling interest	—	—		—	—		—		—		—		—		(776)		(776)
Foreign currency translation loss	—	—		—	—		—		—		(232)		(232)		27		(205)
Balance as of September 30, 2021 (As Restated)	—	$	—	247,500,505	$	25	$	400,021	$	2,782	$	(327)	$	402,501	$	(1,360)	$	401,141


	Legacy Common Stock			Common Stock Class A			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Hyzon Motors Inc. stockholders’ Equity (Deficit)		Noncontrolling Interest		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of January 21, 2020 (Inception)	83,750,000	$	84	—	$	—	$	—	$	—	$	—	$	84	$	—	$	84
Retroactive application of recapitalization	(83,750,000)	(84)		148,405,000	$	15	69		—		—		—		—		—
Adjusted balance, beginning of period	—	$	—	148,405,000	$	15	69		—		—		84		—		$	84
Net loss attributable to Hyzon	—	—		—	—		—		(296)		—		(296)		—		(296)
Balance as of June 30, 2020	—	$	—	148,405,000	$	15	69		(296)		—		(212)		—		$	(212)
Net loss attributable to Hyzon	—	—		—	—		—		(556)		—		(556)		—		(556)
Balance as of September 30, 2020	—	$	—	148,405,000	$	15	$	69	$	(852)	$	—	$	(768)	$	—	$	(768)


	Nine Months Ended September 30, 2021		For the period January 21, 2020 (Inception) - September 30, 2020
	(As Restated)
Cash Flows from Operating Activities:
Net income (loss)	$	15,746	$	(854)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	671		99

Stock-based compensation	29,023		—
Loss on extinguishment of convertible notes	107		—
Noncash interest expense	5,449		—
Fair value adjustment of private placement warrant liability	(7,614)		—
Fair value adjustment of earnout liability	(73,359)		—
Changes in operating assets and liabilities:
Accounts receivable	(5,712)		—
Inventory	(12,008)		—
Prepaid expenses and other current assets	(19,638)		—
Other assets	(150)		(14)
Accounts payable	3,371		—
Accrued professional fees and other current liabilities	3,082		17
Operating lease liabilities	(187)		—
Related party payables	3,821		756
Contract liabilities	4,845		—
Other liabilities	311		—
Net cash (used in) provided by operating activities	(52,242)		4
Cash Flows from Investing Activities:
Purchases of property and equipment	(8,810)		(133)
Advanced payments for capital expenditures	(3,999)		—
Investment in equity securities	(4,826)		—
Net cash used in investing activities	(17,635)		(133)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock	—		84
Proceeds from Business Combination, net of redemption and transaction costs (Note 4)	508,993		—
Exercise of stock options	440		—
Payment of finance lease liability	(135)		(12)
Debt issuance costs	(133)		—
Proceeds from issuance of convertible notes	45,000		500
Net cash provided by financing activities	554,165		572
Effect of exchange rate changes on cash	(853)		1
Net change in cash and restricted cash	483,435		444
Cash—Beginning	17,139		—
Cash and restricted cash —Ending	$	500,574	$	444
Supplemental schedule of non-cash investing activities and financing activities:
Lease assets obtained in exchange for lease obligations:
Operating leases	6,803		—
Finance leases	—		886
Conversion of Legacy Hyzon common stock	73		—
Recognition of earnout liability in Business Combination	188,373		—
Recognition of private placement warrant liability in Business Combination	19,395		—
Horizon license agreement payable	10,000		—
Conversion of convertible notes for common stock	50,198		—


	As of September 30, 2021
ASSETS	As Previously Reported		Restatement Adjustments		Restatement References	As Restated
Current assets
Cash	$	498,014	$	—		$	498,014
Accounts receivable	5,991		—			5,991
Inventory	15,260		(2,569)		(A)	12,691
Prepaid expenses and other current assets	24,555		140		(A)	24,695
Total current assets	543,820		(2,429)			541,391
Property, plant, and equipment, net	8,878		—			8,878
Right-of-use assets	2,365		5,597			7,962

Restricted cash and other assets	7,755		—			7,755
Total Assets	$	562,818	$	3,168		$	565,986
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,851	—			$	2,851
Accrued professional fees	1,003		—			1,003
Other accrued expenses	3,154		51			3,205
Related party payables	4,554		—			4,554
Horizon IP agreement payable	10,000		—			10,000
Contract liabilities	10,984		(3,138)		(A)	7,846
Current portion of lease liabilities	748		416			1,164
Total current liabilities	33,294		(2,671)			30,623
Long term liabilities
Lease liabilities	1,930		5,181			7,111
Private placement warrant liability	11,781		—			11,781
Earnout liability	114,758		256			115,014
Other liabilities	316		—			316
Total liabilities	$	162,079	$	2,766		$	164,845
Commitments and contingencies
Stockholders’ Equity
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.	25		—			25
Additional paid-in capital	402,211		(2,190)		(B)	400,021
Retained earnings (accumulated deficit)	515		2,267			2,782
Accumulated other comprehensive loss	(326)		(1)			(327)
Total Hyzon Motors Inc. stockholders’ equity	402,425		76			402,501
Noncontrolling interest	(1,686)		326			(1,360)
Total Stockholders’ Equity	400,739		402			401,141
Total Liabilities and Stockholders’ Equity	$	562,818	$	3,168		$	565,986


	Three Months Ended September 30, 2021							Nine Months Ended September 30, 2021
	As Previously Reported		Restatement Adjustments		Restatement References	As Restated		As Previously Reported		Restatement Adjustments		Restatement References	As Restated
Revenue	$	962	$	(873)	(A)	$	89	$	962	$	(873)	(A)	$	89
Operating expense:
Cost of revenue	968		(764)		(A)	204		968		(764)		(A)	204
Research and development	4,822		(840)		(A)	3,982		8,921		(840)		(A)	8,081
Selling, general and administrative	44,784		(2,123)		(A) , (B)	42,661		53,730		(2,123)		(A) , (B)	51,607
Total operating expenses	50,574		(3,727)			46,847		63,619		(3,727)			59,892
Loss from operations	(49,612)		2,854			(46,758)		(62,657)		2,854			(59,803)
Other income (expense):
Change in fair value of private placement warrant liability	7,614		—			7,614		7,614		—			7,614
Change in fair value of earnout liability	73,615		(256)			73,359		73,615		(256)			73,359
Foreign currency exchange loss and other expense	(110)		(6)			(116)		(169)		(6)			(175)
Interest expense, net	(254)		—			(254)		(5,249)		—			(5,249)
Total other income (expense)	80,865		(262)			80,603		75,811		(262)			75,549
Net income	$	31,253	$	2,592		$	33,845	$	13,154	$	2,592		$	15,746
Net loss attributable to noncontrolling interest	(1,101)		325			(776)		(1,632)		325			(1,307)
Net income attributable to Hyzon	$	32,354	$	2,267		$	34,621	$	14,786	$	2,267		$	17,053
Comprehensive income:
Net income	$	31,253	$	2,592		$	33,845	$	13,154	$	2,592		$	15,746
Foreign currency translation adjustment	(205)		18			(187)		(293)		20			(273)
Comprehensive income	$	31,048	$	2,610		$	33,658	$	12,861	$	2,612		$	15,473
Comprehensive loss attributable to noncontrolling interest	(1,075)		326			(749)		(1,594)		325			(1,269)
Comprehensive income attributable to Hyzon	$	32,123	$	2,284		$	34,407	$	14,455	$	2,287		$	16,742
Net income per share attributable to Hyzon:
Basic	$	0.14	$	0.01		$	0.15	$	0.08	$	0.01		$	0.09
Diluted	$	0.13	$	0.01		$	0.14	$	0.07	$	0.01		$	0.08
Weighted average common shares outstanding:
Basic	234,464					234,091		189,226					189,101
Diluted	246,263					246,480		200,968					200,984


			~~Shares~~
~~Common stock of DCRB~~			~~20,483,179~~
~~DCRB founders~~			~~5,643,125~~
~~Total DCRB~~			~~26,126,304~~
~~Conversion of Ascent Options (post-cashless exercise)~~			~~6,871,667~~
~~Conversion of convertible notes~~			~~5,022,052~~
~~PIPE shares~~			~~35,500,000~~
~~Reverse capitalization transaction~~			~~73,520,023~~
~~Legacy Hyzon shares after conversion~~ ~~(1)~~			~~173,474,186~~
~~Total shares of Common Stock immediately after Business Combination~~			~~246,994,209~~


	As of March 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Short-term investments
Certificates of deposit	$	15,000	$	138	$	—	$	15,138
Commercial paper	5,000		23		—		5,023
Corporate debt securities	39,156		219		(18)		39,357
Foreign government bonds	12,815		142		—		12,957
U.S. Treasury bills	34,415		508		(6)		34,917
Total short-term investments	$	106,386	$	1,030	$	(24)	$	107,392


	September 30, 2021			July 16, 2021
Stock price	$	6.94		$	10.33
Exercise price (strike price)	$	11.50		$	11.50
Risk-free interest rate	0.9		%	0.8		%
Volatility	60.00		%	34.20		%
Remaining term (in years)	4.79			5.00


~~Balance as of July 16, 2021~~	$	~~19,395~~
~~Change in estimated fair value~~	~~(7,614)~~
~~Balance as of September 30, 2021~~	$	~~11,781~~


	Common Stock Class A					Retained Earnings (Accumulated Deficit)		Accumulative Other Comprehensive Income		Total Hyzon Motors Inc. Stockholders' Equity (Deficit)		Noncontrolling Interest		Total Stockholders' Equity
	Shares	Amount		Additional Paid-in Capital
Balance as of September 30, 2021 (As Previously Reported)	247,500,505	$	25	$	402,211	$	515	$	(326)	$	402,425	$	(1,686)	$	400,739
Cumulative adjustments	—	—		(2,190)		2,267		(1)		76		326		402
Balance as of September 30, 2021 (As Restated)	247,500,505	$	25	$	400,021	$	2,782	$	(327)	$	402,501	$	(1,360)	$	401,141


	Nine Months Ended September 30, 2021
	As Previously Reported		Restatement Adjustments***		As Restated
Cash Flows from Operating Activities:
Net income	$	13,154	$	2,592	$	15,746
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	671		—		671
Stock-based compensation	28,084		939		29,023
Loss on extinguishment of convertible notes	107		—		107
Noncash interest expense	5,449		—		5,449
Fair value adjustment of private placement warrant liability	(7,614)		—		(7,614)
Fair value adjustment of earnout liability	(73,615)		256		(73,359)
Changes in operating assets and liabilities:
Accounts Receivable	(5,712)		—		(5,712)
Inventory	(14,577)		2,569		(12,008)
Prepaid expenses and other current assets	(19,549)		(89)		(19,638)
Other assets	(150)		—		(150)
Accounts payable	2,558		813		3,371
Accrued professional fees and other current liabilities	3,031		51		3,082
Operating lease liabilities	(187)		—		(187)
Related party payables	3,821		—		3,821
Contract liabilities	7,982		(3,137)		4,845
Other liabilities	311		—		311
Net cash used in operating activities	(56,236)		3,994		(52,242)
Cash Flows from Investing Activities:
Purchases of property and equipment	(8,810)		—		(8,810)
Advanced payments for capital expenditures	(3,948)		(51)		(3,999)
Investment in equity securities	(4,826)		—		(4,826)
Net cash used in investing activities	(17,584)		(51)		(17,635)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock	—		—		—
Proceeds from Business Combination, net of redemption and transaction costs	512,936		(3,943)		508,993
Exercise of stock options	440		—		440
Payment of finance lease liability	(135)		—		(135)
Debt issuance costs	(133)		—		(133)
Proceeds from issuance of convertible notes	45,000		—		45,000
Net cash provided by financing activities	558,108		(3,943)		554,165
Effect of exchange rate changes on cash	(853)		—		(853)
Net change in cash and restricted cash	483,435		—		483,435
Cash—Beginning	17,139		—		17,139
Cash and restricted cash —Ending	$	500,574	$	—	$	500,574
Supplemental schedule of non-cash investing activities and financing activities:
Lease assets obtained in exchange for lease obligations:
Operating leases	1,206		5,597		6,803
Finance leases	—		—		—
Conversion of Legacy Hyzon common stock	73		—		73
Recognition of earnout liability in Business Combination	188,373		—		188,373
Recognition of private placement warrant liability in Business Combination	19,395		—		19,395
Horizon license agreement payable	10,000		—		10,000
Conversion of convertible notes for common stock	50,198		—		50,198


	~~Recapitalization~~
~~Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $24.9 million~~	$	~~179,727~~
~~Cash – PIPE Financing, net of transaction costs of $14.2 million~~	~~340,797~~
~~Less: transaction costs allocated to equity~~	~~(11,531)~~
~~Effect of Business Combination, net of redemption and transaction costs~~	$	~~508,993~~


	March 31, 2023		December 31, 2022
Raw materials	$	29,707	$	24,862
Work in process	12,419		10,691
Total inventory	$	42,126	$	35,553


	September 30, 2021		December 31, 2020
Deposit for fuel cell components (Note 15)	$	5,000	$	—
Vehicle inventory deposits	5,996		577
Production equipment deposits	3,948		—
Other prepaid expenses	1,050		271
Prepaid Insurance	7,505		—
VAT receivable from government	1,196		—
Total prepaid expenses and other current assets	24,695		848


	March 31, 2023		December 31, 2022
Payroll and payroll related expenses	$	4,371	$	4,638
Accrued professional fees	3,458		10,016
Accrued product warranty costs	952		942
Accrued contract manufacturer costs	1,395		1,409
Accrued contract termination costs (Note 12)	2,738		2,688
Accrued Orten cancellation costs	—		1,192
Other accrued expenses	3,376		4,702
Accrued liabilities	$	16,290	$	25,587


	March 31, 2023		December 31, 2022
Total initial cost basis	$	4,948	$	4,948
Adjustments:
Cumulative unrealized gain	12,530		12,530
Cumulative impairment	(2,448)		(2,448)
Carrying amount, end of period	$	15,030	$	15,030


	As of December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Short-term investments
Certificates of deposit	$	38,703	$	194	$	—	$	38,897
Commercial paper	26,198		205		—		26,403
Corporate debt securities	46,826		189		(33)		46,982
Foreign government bonds	37,453		348		—		37,801
U.S. Treasury bills	44,333		359		—		44,692
Total short-term investments	$	193,513	$	1,295	$	(33)	$	194,775


		Fair Value Measurements on a Recurring Basis									As of March 31, 2023
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets:										Assets:
Cash equivalents:										Cash equivalents:	$	60,088	$	—	$	—	$	60,088
Short-term investments:										Short-term investments:
Certificates of deposit										Certificates of deposit	—		15,138		—		15,138
Commercial paper										Commercial paper	—		5,023		—		5,023
Corporate debt securities										Corporate debt securities	—		39,357		—		39,357
Foreign government bonds										Foreign government bonds	—		12,957		—		12,957
U.S. Treasury bills										U.S. Treasury bills	34,917		—		—		34,917
Liabilities:										Liabilities:
Warrant liability – Private Placement Warrants	Warrant liability – Private Placement Warrants	$	—	$	—	$	11,781	$	11,781	Warrant liability – Private Placement Warrants	$	—	$	481	$	—	$	481
Earnout shares liability	Earnout shares liability	—		—		115,014		115,014		Earnout shares liability	—		—		4,507		4,507